<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 18, 1998
REGISTRATION NO. 333-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------
<TABLE>
<S> <C> <C>
GREEN TREE FINANCIAL CORPORATION DELAWARE 41-1807858
GT CAPITAL TRUST I DELAWARE APPLIED FOR
GT CAPITAL TRUST II DELAWARE APPLIED FOR
GT CAPITAL TRUST III DELAWARE APPLIED FOR
GT CAPITAL TRUST IV DELAWARE APPLIED FOR
(EXACT NAME OF
REGISTRANT
AS SPECIFIED IN ITS (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
CHARTER) OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
1100 LANDMARK TOWERS 345 ST. PETER JOEL H. GOTTESMAN
STREET SAINT PAUL, MINNESOTA 55102- 1100 LANDMARK TOWERS 345 ST. PETER
1639 (612) 293-3400 STREET SAINT PAUL, MINNESOTA 55102-
(ADDRESS, INCLUDING ZIP CODE, AND 1639 (612) 293-3400
TELEPHONE NUMBER, INCLUDING AREA (NAME, ADDRESS AND TELEPHONE NUMBER,
CODE, OF REGISTRANT'S PRINCIPAL INCLUDING AREA CODE, OF AGENT FOR
EXECUTIVE OFFICES) SERVICE)
COPY TO:
CHARLES F. SAWYER, ESQ.
DORSEY & WHITNEY LLP
220 SOUTH SIXTH STREET
MINNEAPOLIS, MINNESOTA 55402-4302
--------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the box. [_]
--------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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- --------------------------------------------------------------------------------------
PROPOSED
TITLE OF EACH CLAIM OF MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED(1) REGISTERED(1) PER UNIT(2) OFFERING PRICE(1) FEE(1)
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<S> <C> <C> <C> <C>
Debt Securities of Green
Tree Financial Corpora-
tion(3)
- -------------------------------------------
Common Stock, par value
$.01 per share, of
Green Tree Financial
Corporation(4)
- -------------------------------------------
Preferred Stock, par
value $.01 per share,
of Green Tree Financial
Corporation(4)
- -------------------------------------------
Depositary Shares of
Green Tree Financial
Corporation
- -------------------------------------------
Preferred Securities of
the GT Trusts
- -------------------------------------------
Guarantees of Green Tree
Financial Corporation
of Preferred Securities
issued by the GT Trusts
and certain back-up ob-
ligations
- -------------------------------------------
Stock Purchase Contracts
of Green Tree Financial
Corporation
- -------------------------------------------
Stock Purchase Units of
Green Tree Financial
Corporation
- -------------------------------------------
Total $1,000,000 100% $1,000,000 $295(5)
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</TABLE>
(1) Not specified as to each class of securities to be registered pursuant to
General Instruction II.D of Form S-3. Securities registered hereby may be
offered for U.S. dollars or the equivalent thereof in foreign currencies,
currency units or composite currencies. Securities registered hereby may be
sold separately or together with other securities registered hereby.
(2) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(o).
(3) In the case of Debt Securities issued at an original issue discount, such
greater principal amount as shall result in an aggregate offering price of
the amount set forth above or, in the case of Debt Securities denominated in
a currency other than U.S. dollars or in a composite currency, such U.S.
dollar amount as shall result from converting the aggregate public offering
price of such Debt Securities in U.S. dollars at the spot exchange rate in
effect on the date such Debt Securities are initially offered to the public.
(4) Such indeterminate number of shares of Common Stock or Preferred Stock, as
applicable, as may be issued from time to time at indeterminate prices.
(5) The amount of Securities being carried forward from Registration Statement
No. 33-51804, pursuant to Rule 429, is $3,350,000. A filing fee of $1,046.87
was paid with respect to such securities.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS HEREIN
IS A COMBINED PROSPECTUS AND ALSO RELATES TO UP TO $3,350,000 OF UNSOLD
SECURITIES OF THE COMPANY COVERED BY REGISTRATION STATEMENT NO. 33-51804
PREVIOUSLY FILED WITH THE COMMISSION ON FORM S-3 AND DECLARED EFFECTIVE
SEPTEMBER 18, 1992. THIS REGISTRATION STATEMENT ALSO CONSTITUTES POST-EFFECTIVE
AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-51804.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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- --------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED MARCH 18, 1998
PROSPECTUS
$
[LOGO OF GREEN TREE APPEARS HERE]
DEBT SECURITIES, COMMON STOCK, PREFERRED STOCK,DEPOSITARY SHARES, STOCK
PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
-----------
GT CAPITAL TRUST I
GT CAPITAL TRUST II
GT CAPITAL TRUST III
GT CAPITAL TRUST IV
TRUST PREFERRED SECURITIES
FULLY AND UNCONDITIONALLY GUARANTEED,
TO THE EXTENT SET FORTH HEREIN, BY
GREEN TREE FINANCIAL CORPORATION
Green Tree Financial Corporation ("Green Tree" or the "Company") may offer
from time to time in one or more series (i) its unsecured debt securities,
which may be senior (the "Senior Debt") or subordinated (the "Subordinated
Debt," and together with the Senior Debt, the "Debt Securities"); (ii) shares
of its common stock (the "Common Stock"); (iii) shares of its preferred stock
(the "Preferred Stock"); (iv) depositary shares (the "Depositary Shares")
representing fractional shares of Preferred Stock and evidenced by depositary
receipts; (v) Stock Purchase Contracts ("Stock Purchase Contracts") to purchase
shares of Common Stock; or (vi) Stock Purchase Units, in each case on terms to
be determined at the time of sale.
GT Capital Trust I, GT Capital Trust II, GT Capital Trust III and GT Capital
Trust IV (each a "GT Trust" and together, the "GT Trusts"), each a statutory
business trust formed under the laws of the State of Delaware, may offer from
time to time, in each case at prices and on terms to be determined at the time
of sale, trust preferred securities, representing undivided beneficial
ownership interests in the assets of the respective GT Trust ("Preferred
Securities") with the payment of periodic cash distributions ("Distributions")
and payments on liquidation, redemption or otherwise of such Preferred
Securities guaranteed (each a "Guarantee" and together, the "Guarantees", and
together with the Debt Securities, the Common Stock, the Preferred Stock, the
Depositary Shares, the Stock Purchase Contracts and the Stock Purchase Units,
the "Securities") on a subordinated basis by the Company to the extent
described herein. The Company's obligations under the Guarantees will rank on a
parity with the most senior preferred or preference stock now or hereafter
issued by the Company. Subordinated Debt (as defined herein) may be issued and
sold from time to time in one or more series by the Company to a GT Trust, or a
trustee of such trust, in connection with the investment of the proceeds from
the offering of Preferred Securities and Common Securities (as defined herein)
of such Trust. Subordinated Debt purchased by a GT Trust may be subsequently
distributed pro rata to holders of Preferred Securities and Common Securities
in connection with the dissolution of such GT Trust upon the occurrence of
certain events as may be described in an accompanying Prospectus Supplement.
Each Guarantee, when taken together with the Company's obligations under the
related Subordinated Debt, the Subordinated Indenture (as defined herein) and
the Declaration (as defined herein) of the related Trust, including the
Company's obligations to pay costs, expenses, debts and liabilities of such GT
Trust (other than with respect to the Preferred Securities and the Common
Securities of such Trust), will provide a full and unconditional guarantee on a
subordinated basis by the Company of payments due on such Preferred Securities.
(continued on the next page)
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------
The Securities may be sold to or through underwriters, dealers or agents for
public offering or directly to other purchasers pursuant to the terms of the
offering fixed at the time of sale. See "Plan of Distribution." Any
underwriters, dealers or agents participating in an offering of Securities will
be named in the accompanying Prospectus Supplement or Prospectus Supplements.
Such underwriters, dealers or agents may be deemed "underwriters" within the
meaning of the Securities Act of 1933.
-----------
THE DATE OF THIS PROSPECTUS IS , 1998.
<PAGE>
Specific terms of the Securities in respect of which this Prospectus is
being delivered will be set forth in an applicable Prospectus Supplement
("Prospectus Supplement"), together with the terms of the offering of the
Securities, the initial offering price, the net proceeds to the Company or a
GT Trust, as applicable, from the sale thereof and any listing on a securities
exchange. The Prospectus Supplement will also set forth, among other matters,
the following with respect to the particular Securities: (i) in the case of
Debt Securities, the title, priority, aggregate principal amount, the currency
or currency unit for which the Debt Securities may be purchased, the currency
or currency unit in which the principal and interest, if any, is payable, the
rate (or method of calculation) and time of payment of interest, if any,
authorized denominations, maturity, any redemption or sinking fund provisions
and any conversion or exchange rights, (ii) in the case of Preferred Stock,
the designation, number of shares, liquidation preference, dividend rate (or
method of calculation thereof), dates on which dividends shall be payable and
dates from which dividends shall accrue, any redemption or sinking fund
provisions and any conversion or exchange rights and whether interests in the
Preferred Stock will be represented by Depositary Shares, (iii) in the case of
Preferred Securities, the designation, number of securities, liquidation
preference per security, initial public offering price, any listing on a
securities exchange, distribution rate (or method of calculation thereof),
dates on which Distributions shall be payable and dates from which
Distributions shall accrue, any voting rights, any redemption or sinking fund
provisions, any other rights, preferences, privileges, limitations or
restrictions relating to the Preferred Securities and the terms upon which the
proceeds of the sale of the Preferred Securities shall be used to purchase a
specific series of Subordinated Debt, (iv) in the case of Stock Purchase
Contracts, the number of shares of Common Stock issuable thereunder, the
purchase price of the Common Stock, the date or dates on which the Common
Stock is required to be purchased by the holders of the Stock Purchase
Contracts, any periodic payments required to be made by the Company to the
holders of the Stock Purchase Contracts or vice versa, and the terms of the
offering and sale thereof; (v) in the case of Stock Purchase Units, the
specific terms of the Stock Purchase Contracts and of any other securities
comprising a part of such Stock Purchase Unit and the terms of the offering
and sale thereof, and (vi) the initial public offering price and the net
proceeds to the Company or a GT Trust and other specific terms related to the
offered Securities.
The aggregate initial public offering price of all Securities shall not
exceed $ (or, if any Securities are issued (i) with an initial
offering price denominated in a foreign currency or currency unit, such amount
as shall result in aggregate gross proceeds equivalent to $ at
the time of initial offering or (ii) at an original issue discount, such
greater amount as shall result in aggregate gross proceeds of
$ ).
2
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES,
INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH
SECURITIES AND THE IMPOSITION OF PENALTY BIDS IN CONNECTION WITH THE OFFERING
OF THE SECURITIES. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF
DISTRIBUTION."
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington D.C. 20549 and at the Commission's regional offices located at
Seven World Trade Center, Suite 1300, New York, New York 10048 and Citicorp
Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661. Copies
of such materials can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Such materials may also be accessed electronically by means of the
Commission's home page on the Internet at http://www.sec.gov. The Company's
Common Stock is listed on the New York Stock Exchange and on the Pacific Stock
Exchange. Reports, proxy statements and other information concerning the
Company can also be inspected at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005, and the Pacific Stock Exchange,
Inc., 301 Pine Street, San Francisco, California 94104.
The Company and the GT Trusts have filed with the Commission a registration
statement on Form S-3 (herein, together with all amendments and exhibits,
referred to as the "Registration Statement") under the Securities Act of 1933,
as amended. This Prospectus does not contain all the information set forth in
the Registration Statement, certain pars of which are omitted in accordance
wtih the rules and regulations of the Commission. For further information,
reference is hereby made to the Registration Statement, and exhibits thereto,
which may be inspected without charge at the office of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and copies thereof may be obtained
from the Commission at prescribed rates.
No separate financial statements of the GT Trusts have been included or
incorporated by reference herein. The Company does not believe that such
financial statements would be material to holders of the Preferred Securities
because (i) all of the voting securities of the GT Trusts will be owned,
directly or indirectly, by the Company, a reporting company under the Exchange
Act, (ii) the GT Trusts have no independent operations but exist for the sole
purpose of issuing securities representing undivided beneficial ownership
interests in their assets and investing the proceeds thereof in Subordinated
Debt issued by the Company and (iii) the obligations of the GT Trusts under
the Preferred Securities are guaranteed by the Company to the extent described
herein. See "Description of Subordinated Debt" and "Description of
Guarantees."
The GT Trusts are not currently subject to the informational reporting
requirements of the Exchange Act. The GT Trusts will become subject to such
requirements upon the effectiveness of the Registration Statement, although
they intend to seek and expect to receive exemptions therefrom.
3
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Annual Report of the Company on Form 10-K for the year ended December
31, 1997, which has been filed with the Commission, is hereby incorporated by
reference in this Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date of this Prospectus and prior to the termination of the offering of the
Securities shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the respective dates of filing of such
documents. Any statement contained herein or in a document all or any portion
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 other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any 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, including any
beneficial owner to whom this Prospectus is delivered, upon the written or
oral request of such person, a copy of any or all of the foregoing documents
incorporated herein by reference, other than certain exhibits to such
documents for which the Company may impose a copying charge. Requests for such
copies should be directed to John Dolphin, Vice President and Director of
Investor Relations, 1100 Landmark Towers, 345 St. Peter Street, St. Paul,
Minnesota 55102-1639, telephone number (612) 293-3400.
Unless otherwise indicated, currency amounts in this Prospectus and any
Prospectus Supplement are stated in United States dollars ("$" or "dollars").
----------------
GREEN TREE FINANCIAL CORPORATION
Green Tree Financial Corporation (the "Company") is a diversified financial
services company that provides financing for manufactured homes, home equity,
home improvements, consumer products and equipment and provides consumer and
commercial revolving credit. The Company's insurance agencies market physical
damage and term mortgage life insurance and other credit protection relating
to the customers' contracts it services. The Company is the largest servicer
of manufactured housing contracts in the United States. Through its principal
offices in Saint Paul, Minnesota and service centers throughout the United
States, the Company serves all 50 states.
The Company pools and securitizes substantially all of the contracts it
originates, retaining the servicing on the contracts. Such pools are
structured into asset-backed securities which are sold in the public
securities markets. In servicing the contracts, the Company collects payments
from the borrower and remits principal and interest payments to the holder of
the contract or investor certificate backed by the contracts.
The Company was originally incorporated under the laws of the State of
Minnesota in 1975. In 1995 the Company reincorporated under the laws of the
State of Delaware. Green Tree Financial Corporation's principal executive
offices are located at 1100 Landmark Towers, 345 St. Peter Street, Saint Paul,
Minnesota 55102-1639, and its telephone number is (612) 293-3400. Unless the
context otherwise requires, the "Company" means Green Tree Financial
Corporation and its subsidiaries.
THE GT TRUSTS
Each of the GT Trusts is a statutory business trust formed under the
Delaware Business Trust Act, as amended (the "Trust Act"), pursuant to (i) a
declaration of trust, dated as of March 16, 1998, executed by the
4
<PAGE>
Company, as sponsor (the "Sponsor"), and the trustees of such GT Trust and
(ii) a certificate of trust, dated as of March 16, 1998, filed with the
Secretary of State of the State of Delaware. Each such declaration will be
amended and restated in its entirety (as so amended and restated, each a
"Declaration") substantially in the form filed as an exhibit to the
Registration Statement of which this Prospectus forms a part. The Company will
acquire common securities representing undivided beneficial ownership
interests in the assets of each GT Trust (the "Common Securities," and
together with the Preferred Securities, the "Trust Securities") in an
aggregate liquidation amount equal to at least 3% of the total capital of such
GT Trust, at the same time as the Preferred Securities are sold. Each GT Trust
will use all the proceeds derived from the issuance of its Trust Securities to
purchase Subordinated Debt and, accordingly, the assets of each GT Trust will
consist solely of Subordinated Debt. Each GT Trust exists for the exclusive
purposes of (i) issuing and selling the Trust Securities, (ii) investing the
gross proceeds from such sales in Subordinated Debt and (iii) engaging in only
those other activities necessary or incidental thereto.
Each GT Trust's business and affairs will be conducted by the trustees of
such GT Trust (the "Trustees") appointed by the Company as holder of all the
Common Securities. Pursuant to the Declaration, there will initially be five
trustees (the "Trustees") for each GT Trust. For each GT Trust, three of the
Trustees (the "Regular Trustees") will be individuals who are employees or
officers of or who are affiliated with the Company. An additional trustee will
be a financial institution that is unaffiliated with the Company, has a
combined capital and surplus of at least $50,000,000 and is subject to
supervision or examination by federal or state authorities (the "Property
Trustee"). Such trustee, or a fifth trustee, must be an entity that maintains
its principal place of business in the State of Delaware (the "Delaware
Trustee"). Initially for each Trust, Wilmington Trust Company will act as
Property Trustee and as Delaware Trustee, in each case until removed or
replaced by the Company as the holder of the Common Securities.
The Property Trustee will hold title to the applicable Subordinated Debt for
the benefit of the holders of the Trust Securities and, as the holder of
Subordinated Debt, the Property Trustee will have the power to exercise all
rights, powers and privileges of a holder of Subordinated Debt under the
Subordinated Indenture. In addition, the Property Trustee will maintain
exclusive control of a segregated non-interest bearing bank account (the
"Property Account") to hold all payments made in respect of Subordinated Debt
for the benefit of the holders of the Trust Securities. The Company, as the
holder of all the Common Securities, will have the right to appoint, remove or
replace any of the Trustees and to increase or decrease the number of
Trustees, provided that the number of Trustees will be at least three;
provided further that at least one Trustee will be a Delaware Trustee, at
least one Trustee will be the Property Trustee and at least one Trustee will
be a Regular Trustee. The Company, as issuer of the Subordinated Debt to be
held by the GT Trusts, will pay all fees and expenses related to the
organization and operations of the GT Trusts (including any taxes, duties,
assessments or governmental charges of whatever nature (other than United
States withholding taxes) imposed by the United States or any other domestic
taxing authority upon the GT Trusts) and the offering of the Trust Securities
and be responsible for all debts and obligations of the GT Trusts (other than
with respect to the Trust Securities).
For each GT Trust, for so long as the Preferred Securities of such GT Trust
remain outstanding, the Company will covenant, among other things, to maintain
100% ownership of the Common Securities of such GT Trust, to cause such GT
Trust to remain a statutory business trust and to use its commercially
reasonable efforts to ensure that such GT Trust will not be an "investment
company" for purposes of the Investment Company Act of 1940 (the "Investment
Company Act"). See "Description of Debt Securities-- Certain Provisions
Applicable to Trusts."
The rights of the holders of the Preferred Securities of a GT Trust,
including economic rights, rights to information and voting rights, are set
forth in the Declaration of such GT Trust and the Trust Indenture Act. See
"Description of Preferred Securities." Declarations and Guarantees also
incorporate by reference the terms of the Trust Indenture Act.
5
<PAGE>
The office of the Delaware Trustee for each GT Trust is Wilmington Trust
Company, Rodney Square North, 1100 North Market, Wilmington, Delaware 19890-
0001. The location of the principal executive office of each GT Trust is c/o
Green Tree Financial Corporation, 1100 Landmark Towers, 345 St. Peter Street,
St. Paul, Minnesota 55102-1639, telephone number (612) 293-3400.
RISK FACTORS
In addition to the other information set forth in this prospectus the
following factors should be considered carefully in evaluating an investment
in the Securities offered by this Prospectus.
LIQUIDITY AND CAPITAL RESOURCES
The Company requires continued access to the capital markets to support its
purchase and origination of contracts and to sell asset-backed securities. To
satisfy its financial needs, the Company relies on long-term and short-term
debt, cash flow generated from the sale of contracts, internally generated
funds from operations and, when appropriate, credit enhancement provided
through letters of credit and surety bonds issued by institutions. Any
impediments to the Company's ability to access the capital markets, including
significant changes in market interest rates, general economic conditions or
the perception in the capital markets of the Company's financial condition or
prospects, could have a material adverse effect on the Company's financial
condition and results of operations.
CREDIT AND PREPAYMENT RISK
The Company retains substantial amounts of risk of default on the loan
portfolios that it sells. The Company's interest only securities are
subordinated to the rights of investor/owners of the contracts. In addition,
under certain securitized sale structures corporate guarantees, bank letters
of credit, surety bonds that provide limited recourse to the Company, cash
deposits or other equivalent collateral have been provided by the Company as
additional forms of credit enhancement. The company believes that the
valuation of its interest only securities is adequate in providing for
expected future credit losses consistent with current economic conditions as
well as historical default and loss experiences of the Company's entire loan
portfolio.
The Company's expectations used in valuing its interest only securities are
subject to volatility that could materially affect operating results.
Prepayments resulting from obligor mobility, general and regional economic
conditions, competitive pressures and prevailing interest rate as well as
actual losses incurred may vary from the performance projected by the Company.
The Company recognizes the impact of valuation differences considered
permanent by adjustments to earnings immediately, while temporary differences
are reflected through adjustments to equity.
6
<PAGE>
USE OF PROCEEDS
The net proceeds from the sale of the Securities will be used for general
corporate purposes, including repayment of outstanding indebtedness of the
Company, investments in, or extension of credit to, the Company's subsidiaries
and possible acquisitions. Specific allocations of the proceeds to such
purposes may not have been made at the date of the applicable Prospectus
Supplement, although management of the Company will have determined that funds
should be obtained at that time in anticipation of future funding
requirements. The precise amount and timing of the application of such
proceeds will depend upon the funding requirements of the Company and the
availability and cost of other funds. Pending such application, such net
proceeds may be temporarily invested or applied to the reduction of short-term
indebtedness. Each GT Trust will invest all of its net proceeds from the sale
of any Preferred Securities in Subordinated Debt.
RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
------------- ------------------------
1997 1996 1996 1995 1994 1993 1992
------ ------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges....... 7.83 7.90 7.98 4.81 3.55
</TABLE>
For the purposes of compiling these ratios, earnings consist of earnings
before income taxes plus fixed charges. Fixed charges consist of interest
expense and the interest portion of rent expense. The Company had no preferred
stock outstanding during the periods indicated.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities constituting part of the senior debt of the Company (the
"Senior Debt") will rank equally with all other unsecured debt of the Company
except subordinated debt. The Debt Securities constituting part of the
subordinated debt of the Company (the "Subordinated Debt") will be subordinate
and junior in the right of payment, to the extent and in the manner set forth
in the Subordinated Indenture, to all present and future Senior Indebtedness
(as defined below) of the Company. The Debt Securities constituting Senior
Debt will be issued under an indenture, dated as of September 1, 1992, between
the Company and U.S. Bank Trust National Association, Trustee (the "Senior
Indenture"), and the Debt Securities constituting Subordinated Debt will be
issued under an indenture, dated as of , 1998, between the Company
and U.S. Bank Trust National Association, as Trustee (the "Subordinated
Indenture"). The Senior Indenture and the Subordinated Indenture are
hereinafter collectively referred to as the "Indentures" and, individually, as
an "Indenture". This Prospectus contains descriptions of all material
provisions of the Indentures. The summary of such provisions of the Indentures
does not purport to be complete; copies of such Indentures are filed or
incorporated by reference as exhibits to the Registration Statement of which
this Prospectus is a part. All articles and sections of the applicable
Indenture, and all capitalized terms set forth below, have the meanings
specified in the applicable Indenture. Particular provisions of Subordinated
Debt held by any GT Trust will be contained in the certificates evidencing
such Subordinated Debt and described in the applicable Prospectus Supplement
accompanying this Prospectus; a copy of the form of such Subordinated Debt to
be held by any GT Trust is filed as an exhibit to the Registration Statement
of which this Prospectus forms a part.
GENERAL
Neither Indenture limits the amount of debentures, notes or other evidences
of indebtedness which may be issued thereunder. Each Indenture provides that
Debt Securities may be issued from time to time in one or more series. Except
as described under "Consolidation, Merger and Sale of Assets", neither
Indenture affords holders of Debt Securities protection in the event of a
highly leveraged transaction, reorganization, restructuring, merger or other
similar transaction involving the Company that may adversely affect holders of
Debt Securities.
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Reference is made to the applicable Prospectus Supplement for the following
terms and other information with respect to the Debt Securities being offered
thereby: (1) the title of such Debt Securities and whether such Debt
Securities will be Senior Debt or Subordinated Debt; (2) any limit on the
aggregate principal amount of such Debt Securities; (3) whether the Debt
Securities are to be issuable as Registered Securities or Bearer Securities or
both, and if Bearer Securities are issued, whether Bearer Securities may be
exchanged for Registered Securities and the circumstances and places for such
exchange, if permitted; (4) whether the Debt Securities are to be issued in
whole or in part in the form of one or more temporary or permanent global Debt
Securities ("Global Securities") in registered or bearer form and, if so, the
identity of the depositary, if any, for such Global Security or Securities;
(5) the date or dates (or manner of determining the same) on which such Debt
Securities will mature; (6) the rate or rates (or manner of determining the
same) at which such Debt Securities will bear interest, if any, and the date
or dates from which such interest will accrue; (7) the dates (or manner of
determining the same) on which such interest will be payable and the Regular
Record Dates for such Interest Payment Dates for Debt Securities which are
Registered Securities, and the extent to which, or the manner in which, any
interest payable on a temporary or permanent global Debt Security on an
Interest Payment
Date will be paid if other than in the manner described under "Global
Securities" below; (8) any mandatory or optional sinking fund or analogous
provisions; (9) each office or agency where, subject to the terms of the
applicable Indenture as described below under "Payment and Paying Agents", the
principal of and premium, if any, and interest, if any, on the Debt Securities
will be payable and each office or agency where, subject to the terms of the
applicable Indenture as described below under "Denominations, Registration and
Transfer," the Debt Securities may be presented for registration of transfer
or exchange; (10) the date, if any, after which, and the price or prices in
the currency or currency unit in which, such Debt Securities are payable
pursuant to any optional or mandatory redemption provision; (11) any
provisions for payment of additional amounts for taxes and any provision for
redemption, in the event the Company must comply with reporting requirements
in respect of a Debt Security or must pay such additional amounts in respect
of any Debt Security; (12) the terms and conditions, if any, upon which the
Debt Securities of such series may be repayable prior to maturity at the
option of the holder thereof (which option may be conditional) and the price
or prices in the currency or currency unit in which such Debt Securities are
payable; (13) the denominations in which any Debt Securities which are
Registered Securities will be issuable if other than denominations of $1,000
and any integral multiple thereof, and the denomination or denominations in
which any Debt Securities which are Bearer Securities will be issuable if
other than the denomination of $5,000; (14) the currency, currencies or
currency units for which such Debt Securities may be purchased and the
currency, currencies or currency units in which the principal of and interest,
if any, on such Debt Securities may be payable; (15) any index used to
determine the amount of payments of principal of and premium, if any, and
interest, if any, on such Debt Securities; (16) the terms and conditions, if
any, pursuant to which such Debt Securities may be converted or exchanged for
other securities of the Company or any other person; (17) the terms and
conditions, if any, pursuant to which the principal of and premium, if any,
and interest, if any, on such Debt Securities are payable at the election of
the Company or the holder thereof, in securities or other property; and (18)
other terms of the Debt Securities.
If any of the Debt Securities are sold for foreign currencies or foreign
currency units or if the principal of or interest, if any, on any series of
Debt Securities is payable in foreign currencies or foreign currency units,
the restrictions, elections, tax consequences, specific terms and other
information with respect to such issue of Debt Securities and such currencies
or currency units will be set forth in an applicable Prospectus Supplement
relating thereto.
One or more series of Debt Securities may be sold at a substantial discount
below their stated principal amount, bearing no interest or interest at a rate
which at the time of issuance is below market rates. Federal income tax
consequences and special considerations applicable to any such series will be
further described in an applicable Prospectus Supplement.
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SUBORDINATED DEBT
The Subordinated Debt will be subordinate and junior in the right of
payment, to the extent and in the manner set forth in the Subordinated
Indenture, to all present or future Senior Indebtedness. "Senior Indebtedness"
is defined to mean (a) any indebtedness for money borrowed or evidenced by
bonds, notes, debentures or similar instruments, (b) indebtedness under
capitalized leases, (c) any indebtedness representing the deferred and unpaid
purchase price of any property or business, and (d) all deferrals, renewals,
extensions and refundings of any such indebtedness or obligation; except that
the following does not constitute Senior Indebtedness: (i) indebtedness
evidenced by the Subordinated Debt, (ii) indebtedness which is expressly made
equal in right of payment with the Subordinated Debt or subordinate and
subject in right of payment to the Subordinated Debt, (iii) indebtedness for
goods or materials purchased in the ordinary course of business or for
services obtained in the ordinary course of business or indebtedness
consisting of trade payables or (iv) indebtedness which is subordinated to any
obligation of the Company of the type specified in clauses (a) through (d)
above. The effect of clause (iv) is that the Company may not issue, assume or
guaranty any indebtedness for money borrowed which is junior to the Senior
Debt and senior to the Subordinated Debt. (Subordinated Indenture Section
1401). The Prospectus Supplement related to a particular series of
Subordinated Debt will set forth the amount of Senior Indebtedness then
outstanding. The Subordinated Indenture does not limit the amount of Senior
Indebtedness or other indebtedness that may be issued.
In the event (a) of any insolvency or bankruptcy proceedings, or any
receivership, liquidation, reorganization or other similar proceedings in
respect of the Company or a substantial part of its property, (b) that (i) a
default shall have occurred with respect to the payment of principal of or
interest on or other monetary amounts due and payable on any Senior
Indebtedness or (ii) there shall have occurred an event of default (other than
a default in the payment of principal of or interest or other monetary amounts
due and payable) with respect to any Senior Indebtedness, as defined therein
or in the instrument under which the same is outstanding, permitting the
holder or holders thereof to accelerate the maturity thereof (with notice or
lapse of time, or both), and such event of default shall have continued beyond
the period of grace, if any, in respect thereof, and such default or event of
default shall not have been cured or waived or shall not have ceased to exist,
or (c) that the principal of and accrued interest on the Subordinated Debt
shall have been declared due and payable upon an Event of Default under the
Subordinated Indenture and such declaration shall not have been rescinded and
annulled as provided therein, then the holders of all Senior Indebtedness
shall first be entitled to receive payment of the full amount unpaid thereon
in cash before the holders of any of the Subordinated Debt are entitled to
receive a payment on account of the principal, premium, if any, or interest,
if any, on such Subordinated Debt.
DENOMINATIONS, REGISTRATION AND TRANSFER
The Debt Securities will be issuable as Registered Securities without
coupons and in denominations of $1,000 or any integral multiple thereof,
unless an applicable Prospectus Supplement provides with respect to a series
of Debt Securities that such series of Debt Securities will be issued in whole
or in part as Bearer Securities and/or in different denominations. Debt
Securities of a series may be issuable in whole or in part in the form of one
or more Global Securities, as described below under "Global Securities." One
or more Global Securities will be issued in a denomination or aggregate
denominations equal to the aggregate principal amount of Debt Securities of
the series to be represented by such Global Security or Securities. If so
provided with respect to a series of Debt Securities, Debt Securities of such
series will be issuable solely as Bearer Securities with coupons attached or
as both Registered Securities and Bearer Securities. (Section 201).
In connection with the sale during the "restricted period" as defined in
Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury Regulations
(generally, the first 40 days after the closing date and, with respect to
unsold allotments, until sold) no Bearer Security shall be mailed or otherwise
delivered to any location in the United States (as defined under "Limitations
on Issuance of Bearer Securities"). A Bearer Security in definitive form
(including interests in a permanent Global Security) may be delivered only if
the Person entitled to receive such Bearer Security furnishes written
certification, in the form required by the applicable Indenture, to the effect
that such Bearer Security is not owned by or on behalf of a United States
person (as defined under "Limitations
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on Issuance of Bearer Securities"), or, if a beneficial interest in such
Bearer Security is owned by or on behalf of a United States person, that such
United States person (i) acquired and holds the Bearer Security through a
foreign branch of a United States financial institution, (ii) is a foreign
branch of a United States financial institution purchasing for its own account
or resale (and in either case, (i) or (ii), such financial institution agrees
to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, as amended (the "Code"), and the regulations
thereunder) or (iii) is a financial institution purchasing for resale during
the restricted period only to non-United States persons outside the United
States. (Sections 303, 304). See "Global Securities--Bearer Debt Securities"
and "Limitations on Issuance of Bearer Securities."
Registered Securities of any series (other than a Global Security) will be
exchangeable for other Registered Securities of the same series and of a like
aggregate principal amount and tenor of different authorized denominations. In
addition, if Debt Securities of any series are issuable as both Registered
Securities and as Bearer Securities, at the option of the Holder upon request
confirmed in writing, and subject to the terms of the
applicable Indenture, definitive Bearer Securities (with all unmatured
coupons, except as provided below, and all matured coupons in default) of such
series will be exchangeable into definitive Registered Securities of the same
series of any authorized denominations and of a like aggregate principal
amount and tenor. Any definitive Bearer Security surrendered in exchange for a
definitive Registered Security between a Regular Record Date or a Special
Record Date and the relevant date for payment of interest shall be surrendered
without the coupon relating to such date for payment of interest and interest
will not be payable in respect of the definitive Registered Security issued in
exchange for such definitive Bearer Security, but will be payable only to the
Holder of such coupon when due in accordance with the terms of the applicable
Indenture. (Section 305). Except as provided in an applicable Prospectus
Supplement, Bearer Securities will not be issued in exchange for Registered
Securities.
Debt Securities may be presented for exchange as provided above, and
Registered Securities (other than a Global Security) may be presented for
registration of transfer (with the form of transfer endorsed thereon duly
executed), at the office of the Security Registrar or at the office of any
transfer agent designated by the Company for such purpose with respect to any
series of Debt Securities and referred to in an applicable Prospectus
Supplement, without service charge and upon payment of any taxes and other
governmental charges as described in each Indenture. Such transfer or exchange
will be effected upon the Security Registrar or such transfer agent, as the
case may be, being satisfied with the documents of title and identity of the
person making the request. The Company has appointed each Trustee as Security
Registrar under the applicable Indenture. (Section 305). If a Prospectus
Supplement refers to any transfer agents (in addition to the Security
Registrar) initially designated by the Company with respect to any series of
Debt Securities, the Company may at any time rescind the designation of any
such transfer agent or approve a change in the location through which any such
transfer agent acts, except that, if Debt Securities of a series are issuable
only as Registered Securities, the Company will be required to maintain a
transfer agent in each Place of Payment for such series and, if Debt
Securities of a series are issuable as Bearer Securities, the Company will be
required to maintain (in addition to the Security Registrar) a transfer agent
in a Place of Payment for such series located outside the United States. The
Company may at any time designate additional transfer agents with respect to
any series of Debt Securities. (Section 1002).
In the event of any redemption in part, the Company shall not be required to
(i) issue, register the transfer of or exchange Debt Securities of any series
during a period beginning at the opening of business 15 days before any
selection of Debt Securities of that series to be redeemed and ending at the
close of business on (A) if Debt Securities of the series are issuable only as
Registered Securities, the day of mailing of the relevant notice of redemption
and (B) if Debt Securities of the series are issuable as Bearer Securities,
the day of the first publication of the relevant notice of redemption or, if
Debt Securities of the series are also issuable as Registered Securities and
there is no publication, the mailing of the relevant notice of redemption;
(ii) register the transfer of or exchange any Registered Security, or portion
thereof, called for redemption, except the unredeemed portion of any
Registered Security being redeemed in part; or (iii) exchange any Bearer
Security called for redemption, except to exchange such Bearer Security for a
Registered Security of that series and like tenor which is immediately
surrendered for redemption. (Section 305).
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PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of (and premium, if any) and any interest on Bearer Securities
will be payable, subject to any applicable laws and regulations, at the
offices of such Paying Agents outside the United States as the Company may
designate from time to time, at the option of the Holder, by check or by
transfer to an account maintained by the payee with a bank located outside the
United States. (Sections 307 and 1002). Unless otherwise indicated in an
applicable Prospectus Supplement, payment of interest on Bearer Securities on
any Interest Payment Date will be made only against surrender of the coupon
relating to such Interest Payment Date. (Section 1001). No payment of interest
on a Bearer Security will be made unless on the earlier of the date of the
first such payment by the Company or the delivery by the Company of the Bearer
Security in definitive form (including interests in a permanent Global
Security) (the "Certification Date"), a written certificate in the form and to
the effect described under "Denominations, Registration and Transfer" is
provided to the Company. No payment with respect to any
Bearer Security will be made at any office or agency of the Company in the
United States or by check mailed to any address in the United States or by
transfer to an account maintained with a bank located in the United States.
Notwithstanding the foregoing, payment of principal of (and premium, if any)
and interest on Bearer Securities denominated and payable in U.S. dollars will
be made at the office of the Company's Paying Agent in the Borough of
Manhattan, The City of New York if, and only if, payment of the full amount
thereof in U.S. dollars at all offices or agencies outside the United States
is illegal or effectively precluded by exchange controls or other similar
restrictions. (Section 1002).
Unless otherwise indicated in an applicable Prospectus Supplement, as
contemplated under "Description of Securities--General", payment of principal
of (and premium, if any) and any interest on Registered Securities (other than
a Global Security) will be made in U.S. dollars at the office of such Paying
Agent or Paying Agents as the Company may designate from time to time, except
that at the option of the Company payment of any interest may be made (i) by
check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register or (ii) by wire transfer to an account
maintained by the Person entitled thereto as specified in the Security
Register. (Sections 307, 1002). Unless otherwise indicated in an applicable
Prospectus Supplement, payment of any installment of interest on Registered
Securities will be made to the Person in whose name such Registered Security
is registered at the close of business on the Regular Record Date for such
interest payment. (Section 307).
The principal office of each Trustee under the applicable Indenture in The
City of New York will be designated as the Company's sole Paying Agent for
payments with respect to Debt Securities which are issuable solely as
Registered Securities and as the Company's Paying Agent in the Borough of
Manhattan, The City of New York, for payments with respect to Debt Securities
(subject to the limitations described above in the case of Bearer Securities)
which may be issuable as Bearer Securities. Any Paying Agents outside the
United States and any other Paying Agents in the United States initially
designated by the Company for the Debt Securities will be named in an
applicable Prospectus Supplement. The Company may at any time designate
additional Paying Agents or rescind the designation of any Paying Agents or
approve a change in the office through which any Paying Agent acts, except
that, if Debt Securities of a series are issuable only as Registered
Securities, the Company will be required to maintain a Paying Agent in each
Place of Payment for such series, and if Debt Securities of a series may be
issuable as Bearer Securities, the Company will be required to maintain (i) a
Paying Agent in the Borough of Manhattan, The City of New York for payments
with respect to any Registered Securities of the series (and for payments with
respect to Bearer Securities of the series in the circumstances described
above, but not otherwise), and (ii) a Paying Agent in a Place of Payment
located outside the United States where Debt Securities of such series and any
coupons appertaining thereto may be presented and surrendered for payment;
provided that if the Debt Securities of such series are listed on The
Luxembourg Stock Exchange (the "Stock Exchange") or any other stock exchange
located outside the United States and such stock exchange shall so require,
the Company will maintain a Paying Agent in Luxembourg or any other required
city located outside the United States, as the case may be, for the Debt
Securities of such series. (Section 1002).
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All moneys paid by the Company to a Paying Agent for the payment of
principal of (and premium, if any) or interest on any Debt Security which
remain unclaimed at the end of two years after such principal, premium or
interest shall have become due and payable will be repaid to the Company and
the Holder of such Debt Security or any coupon will thereafter look only to
the Company for payment thereof. (Section 1003).
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with or on behalf
of a depositary (a "Depositary") identified in the Prospectus Supplement
relating to such series. Global Securities may be issued in either registered
or bearer form and in either temporary or permanent form.
The specific terms of the depositary arrangement with respect to any Debt
Securities of a series will be described in the Prospectus Supplement relating
to such series. The Company anticipates that the following provisions will
apply to all depositary arrangements.
Debt Securities which are to be represented by a Global Security in
registered form to be deposited with or on behalf of a Depositary will be
registered in the name of such Depositary or its nominee. Upon the issuance of
a Global Security in registered form, the Depositary for such Global Security
will credit the respective principal amounts of the Debt Securities
represented by such Global Security to the accounts of institutions that have
accounts with such Depositary or its nominee ("participants"). The accounts to
be credited shall be designated by the underwriters or agents of such Debt
Securities or by the Company, if such Debt Securities are offered and sold
directly by the Company. Ownership of beneficial interests in such Global
Securities will be limited to participants or persons that may hold interests
through participants. Ownership of beneficial interests by participants in
such Global Securities will be shown on, and the transfer of that ownership
interest will be effected only through, records maintained by the Depositary
or its nominee for such Global Security. Ownership of beneficial interests in
Global Securities by persons that hold through participants will be shown on,
and the transfer of that ownership interest within such participant will be
effected only through, records maintained by such participant. The laws of
some jurisdictions require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to transfer beneficial interests in a Global Security.
So long as the Depositary for a Global Security in registered form, or its
nominee, is the registered owner of such Global Security, such depository or
such nominee, as the case may be, will be considered the sole owner or holder
of the Debt Securities represented by such Global Security for all purposes
under the Indenture governing such Debt Securities. Except as set forth below,
owners of beneficial interests in such Global Securities will not be entitled
to have Debt Securities of the series represented by such Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of Debt Securities of such series in definitive form and will not be
considered the owners or holders thereof under the Indenture.
Payment of principal of, premium, if any, and any interest on Debt
Securities registered in the name of or held by a Depositary or its nominee
will be made to the Depositary or its nominee, as the case may be, as the
registered owner or the holder of the Global Security. None of the Company,
the Trustee, any Paying Agent or the Security Registrar for such Debt
Securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a Global Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests. (Section 308).
The Company expects that the Depositary for a permanent Global Security in
registered form, upon receipt of any payment of principal, premium or interest
in respect of a permanent Global Security, will credit immediately
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of such Global
Security as shown on the records of such Depositary. The Company also expects
that payments by participants to owners of beneficial interests in such Global
Security held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name,"
and will be the responsibility of such participants.
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A Global Security in registered form may not be transferred except as a
whole by the Depositary for such Global Security to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor of such Depositary or a nominee of such successor. If a Depositary
for a permanent Global Security in registered form is at any time unwilling or
unable to continue as Depositary and a successor Depositary is not appointed
by the Company within 90 days, the Company will issue Debt Securities in
definitive registered form in exchange for all of the Global Securities
representing such Debt Securities. In addition, the Company may at any time
and in its sole discretion determine not to have any Debt Securities in
registered form represented by one or more Global Securities and, in such
event, will issue Debt Securities in definitive form in exchange for all of
the Global
Securities representing such Debt Securities. (Section 305). Further, if the
Company so specifies with respect to the Debt Securities of a series in
registered form, an owner of a beneficial interest in a Global Security
representing Debt Securities of such series may, on terms acceptable to the
Company and the Depositary for such Global Security, receive Registered Debt
Securities of such series in definitive form. In any such instance, an owner
of a beneficial interest in a Global Security will be entitled to physical
delivery in definitive form of Registered Securities of the series represented
by such Global Security equal in principal amount to such beneficial interest
and to have such Debt Securities registered in its name. (Section 305). Debt
Securities of such series so issued in definitive form will be issued (a) as
Registered Securities in denominations, unless otherwise specified by the
Company, of $1,000 and integral multiples thereof if the Debt Securities of
such series are issuable as Registered Securities, (b) as Bearer Securities in
the denomination, unless otherwise specified by the Company, of $5,000 if the
Debt Securities of such series are issuable as Bearer Securities or (c) as
either Registered or Bearer Securities if the Debt Securities of such series
are issuable in either form. See, however, "Limitations on Issuance of Bearer
Securities" below for a description of certain restrictions on the issuance of
a Bearer Security in definitive form in exchange for an interest in a Global
Security.
BEARER DEBT SECURITIES
If so specified in an applicable Prospectus Supplement, pending the
availability of a permanent Global Security, all or any portion of the Debt
Securities of a series which may be issuable as Bearer Securities will
initially be represented by one or more temporary Global Securities, without
interest coupons, to be deposited with a common depositary in London for
Morgan Guaranty Trust Company of New York, Brussels Office, as operator of the
Euroclear System ("Euroclear") and Cedel Bank, societe anonyme ("Cedel") for
credit to the designated accounts. The interests of the beneficial owner or
owners in a temporary Global Security in bearer form will be exchangeable for:
(i) in whole, definitive Bearer Securities, (ii) in whole, Senior Debt
Securities to be represented thereafter by one or more permanent Global
Securities in bearer form, without interest coupons, and/or (iii) in whole or
in part, definitive Registered Securities, (the date of such exchange, the
"Exchange Date"); provided, however, that if definitive Bearer Securities have
previously been issued in exchange for an interest in a permanent Global
Security in bearer form representing Senior Debt Securities of the same
series, then interests in such Senior Debt Securities (with certain
exceptions) shall only thereafter be exchangeable, in whole, for definitive
Bearer Securities, definitive Registered Securities, or any combination
thereof (with certain exceptions) representing Debt Securities having the same
interest rate and Stated Maturity, but only upon written certification in the
form and to the effect described under "Denominations, Registration and
Transfer" unless such certification has been provided on an earlier interest
payment date. The beneficial owner of a Debt Security represented by a
permanent Global Security in bearer form may, on the applicable Exchange Date
and upon 30 days' notice to the applicable Trustee given through Euroclear or
Cedel, exchange its interest in whole for definitive Bearer Securities or, if
specified in an applicable Prospectus Supplement, in whole or in part, for
definitive Registered Securities of any authorized denomination, provided,
however, that if definitive Bearer Securities are issued in partial exchange
for Senior Debt Securities represented by such permanent Global Security or by
a temporary Global Security in bearer form of the same series, such issuance
(with certain exceptions) shall give rise to the exchange of such permanent
Global Security in whole for, at the option of the Holders, definitive Bearer
Securities, definitive Registered Securities, or any combination thereof. No
Bearer Security delivered in exchange for a portion of a permanent Global
Security shall be mailed or otherwise delivered to any location in the United
States in connection with such exchange. (Sections 303 and 304).
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Unless otherwise specified in an applicable Prospectus Supplement, interest
in respect of any portion of a temporary Global Security in bearer form
payable in respect of an Interest Payment Date occurring prior to the issuance
of a permanent Global Security in bearer form will be paid to each of
Euroclear and Cedel with respect to the portion of the temporary Global
Security in bearer form held for its account. Each of Euroclear and Cedel will
undertake in such circumstances to credit such interest received by it in
respect of a temporary Global Security in bearer form to the respective
accounts for which it holds such temporary Global Security in bearer form as
of the relevant Interest Payment Date, but only upon receipt in each case of
written certification, in the form and to the effect described under
"Denomination, Registration and Transfer."
EVENTS OF DEFAULT
The following are Events of Default under each Indenture: (a) failure to pay
principal of or premium, if any, on any Debt Security of that series when due;
(b) failure to pay interest, if any, on any Debt Security of that series and
any related coupons when due, continued for 30 days; (c) failure to deposit
any sinking fund payment or analogous obligation, when due, continued for 30
days, in respect of any Debt Security of that series; (d) failure to perform
any other covenant of the Company in the Indenture (other than a covenant
included in the applicable Indenture solely for the benefit of a series of
Debt Securities other than that series), continued for 90 days after written
notice as provided in the Indenture; and (e) certain events in bankruptcy,
insolvency or reorganization in respect of the Company. (Section 501). In the
event Subordinated Debt of a series is issued and sold to an GT Trust or a
trustee of such trust in connection with the issuance of Preferred Securities
and Common Securities by such GT Trust, the following is an additional Event
of Default under the Subordinated Indenture with respect to such series of
Subordinated Debt: the GT Trust shall have voluntarily or involuntarily
dissolved, wound-up its business or otherwise terminated its existence except
in connection with the (i) distribution of Subordinated Debt to holders of
Preferred Securities and Common Securities in liquidation of their interests
in the GT Trust, (ii) the redemption of all of the outstanding Preferred
Securities and Common Securities of such GT Trust, or (iii) certain mergers,
consolidations or amalgamations, each as permitted by such GT Trust's
Declaration. Each Indenture may be amended without the consent of Holders to
provide for additional Events of Default with respect to any series of Debt
Securities then outstanding. In addition, prior to the issuance of any series
of Debt Securities, there may be additions to or modifications or deletions of
the Events of Default described above with respect to such series of Debt
Securities. Any such additions, modifications or deletions will be specified
in an applicable Prospectus Supplement. An Event of Default with respect to a
particular series of Debt Securities does not necessarily constitute an Event
of Default with respect to any other series of Debt Securities issued under
the same or another Indenture. The Trustee may withhold notice to the Holders
of any series of Debt Securities of any default with respect to such series
(except in the payment of principal, premium, if any, or interest) if it
considers such withholding to be in the interest of such Holders. (Section
602).
If an Event of Default with respect to Debt Securities of any series at the
time outstanding occurs and is continuing, unless the principal of all of the
Debt Securities of such series shall have already become due and payable,
either the Trustee or the Holders of at least 25% in principal amount of the
outstanding Debt Securities of that series may declare the principal amount
(or, if the Debt Securities of that series are (i) Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of the series, or (ii) Indexed Securities or Dual Currency Securities,
the amount determined in accordance with the specified terms of the series) of
all the Debt Securities of that series to be due and payable immediately. At
any time after a declaration of acceleration with respect to Debt Securities
of any series has been made, but before a judgment or decree based on
acceleration has been obtained and entered, the Holders of a majority in
principal amount of the outstanding Debt Securities of that series may, under
certain circumstances, rescind and annul such acceleration. (Section 502). For
information as to waiver of defaults, see "Meetings, Modification and Waiver."
Each Indenture provides that the Trustee will be under no obligation, subject
to the duty of the Trustee during default to act with the required standard of
care, to exercise any of its rights or powers under such Indenture at the
request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. (Section 603). Subject to such
provisions for indemnification of the Trustee, the Holders of a majority in
principal amount of the outstanding Debt Securities of any series will have
the right to direct the time, method
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and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Debt Securities of that series. (Section 512). The Company will
be required to furnish to each Trustee annually a statement as to the
performance by the Company of certain of its obligations under the applicable
Indenture and as to any default in such performance. (Section 1006).
SATISFACTION AND DISCHARGE
Except as may otherwise be set forth in an applicable Prospectus Supplement
relating to a series of Debt Securities, each Indenture provides that the
Company shall be discharged from its obligations under the Debt Securities of
such series (with certain exceptions) at any time prior to the Stated Maturity
or redemption thereof when (a) the Company has irrevocably deposited with the
applicable Trustee, in trust, (i) sufficient funds in the currency or currency
unit in which the Debt Securities of such series are payable to pay the
principal of (and premium, if any), and interest, if any, to Stated Maturity
(or redemption) on, the Debt Securities of such series, or (ii) such amount of
direct obligations of, or obligations the principal of and interest, if any,
on which are fully guaranteed by, the government which issued the currency in
which the Debt Securities of such series are payable, and which are not
subject to prepayment, redemption or call, as will, together with the
predetermined and certain income to accrue thereon without consideration of
any reinvestment thereof, be sufficient to pay when due the principal of (and
premium, if any), and interest, if any, to Stated Maturity (or redemption) on,
the Debt Securities of such series, or (iii) such combination of such funds
and securities as described in (i) and (ii), respectively, as will, together
with the predetermined and certain income to accrue on any such securities as
described in (ii), be sufficient to pay when due the principal of (and
premium, if any), and interest, if any, to Stated Maturity (or redemption) on,
the Debt Securities of such series and (b) the Company has paid all other sums
payable with respect to the Debt Securities of such series and (c) certain
other conditions are met. Upon such discharge, the Holders of the Debt
Securities of such series shall no longer be entitled to the benefits of the
Indenture, except for certain rights, including registration of transfer and
exchange of the Debt Securities of such series and replacement of lost, stolen
or mutilated Debt Securities, and shall look only to such deposited funds or
obligations for payment. (Sections 401 and 403).
DEFEASANCE OF CERTAIN OBLIGATIONS
If the terms of the Debt Securities of any series so provide, the Company
may omit to comply with the restrictive covenants in Section 801 ("Company May
Consolidate, Etc., Only on Certain Terms") and any other specified covenant
and any such omission with respect to such Sections shall not be an Event of
Default with respect to the Debt Securities of such series, if (a) the Company
has irrevocably deposited with the applicable Trustee, in trust,
(i) sufficient funds in the currency or currency unit in which the Debt
Securities of such series are payable to pay the principal of (and premium, if
any), and interest, if any, to Stated Maturity (or redemption) on, the Debt
Securities of such series, or (ii) such amount of direct obligations of, or
obligations the principal of and interest, if any, on which are fully
guaranteed by, the government which issued the currency in which the Debt
Securities of such series are payable and which are not subject to prepayment,
redemption or call, as will, together with the predetermined and certain
income to accrue thereon without consideration of any reinvestment thereof, be
sufficient to pay when due the principal of (and premium, if any), and
interest, if any, to Stated Maturity (or redemption) on, the Debt Securities
of such series or, (iii) such combination of such funds and securities as
described in (i) and (ii), respectively, as will, together with the
predetermined and certain income to accrue on any such securities as described
in (ii), be sufficient to pay when due the principal of (and premium, if any),
and interest, if any, to Stated Maturity (or redemption) on, the Debt
Securities of such series and (b) certain other conditions are met. The
obligations of the Company under the Indenture with respect to the Debt
Securities of
such series, other than with respect to the covenants referred to above shall
remain in full force and effect. (Section 1009).
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MEETINGS, MODIFICATION AND WAIVER
Modifications and amendments of either Indenture may be made by the Company
and the applicable Trustee with the consent of the Holders of not less than 66
2/3% in principal amount of the Outstanding Debt Securities of each series
issued under such Indenture affected by such modification or amendment;
provided, however, that no such modification or amendment may, without the
consent of the Holder of each Outstanding Debt Security affected thereby, (a)
change the Stated Maturity of the principal of, or any installment of
principal of or interest, if any, on, any Debt Security, (b) reduce the
principal amount of, or the premium, if any, or interest, if any, on, any Debt
Security, (c) change any obligation of the Company to pay additional amounts,
(d) reduce the amount of principal of an Original Issue Discount Security
payable upon acceleration of the Maturity thereof, (e) adversely affect the
right of repayment or repurchase, if any, at the option of the Holder, (f)
reduce the amount, or postpone the date fixed for, any payment under any
sinking fund or analogous provision, (g) change the place or currency or
currency unit of payment of principal of or premium, if any, or interest, if
any, on any Debt Security, (h) change or eliminate the right, if any, to elect
payment in a coin or currency or currency unit other than that in which Debt
Securities which are Registered Securities are denominated or stated to be
payable, (i) impair the right to institute suit for the enforcement of any
payment on or with respect to any Debt Security, (j) reduce the percentage in
principal amount of Outstanding Debt Securities of any series, the consent of
the Holders of which is required for modification or amendment of the
applicable Indenture or for waiver of compliance with certain provisions of
the applicable Indenture or for waiver of certain defaults, (k) reduce the
requirements contained in either Indenture for quorum or voting, or (l) change
any obligation of the Company to maintain an office or agency in the places
and for the purposes required in the applicable Indenture. (Section 902);
provided, further, that if Subordinated Debt of a series is held by an GT
Trust or a trustee of such trust, no such modification or amendment shall be
effective until the holders of not less than 66 2/3% of the aggregate
liquidation amount of the Trust Securities of the applicable GT Trust shall
have consented to such modification or amendment; provided, further, that
where a consent under the Subordinated Indenture would require the consent of
the holders of more than 66 2/3% of the principal amount of such series of
Subordinated Debt, such modification or amendment shall not be effective until
the holders of at least the same proportion in aggregate stated liquidation
amount of the Trust Securities of the applicable GT Trust shall have consented
to such modification or amendment.
The Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of any series may on behalf of the Holders of all
Debt Securities of that series waive, insofar as that series is concerned,
compliance by the Company with certain restrictive provisions of the
applicable Indenture. (Section 1007). The Holders of not less than a majority
in principal amount of the Outstanding Debt Securities of any series may on
behalf of the Holders of all Debt Securities of that series and any coupons
appertaining thereto waive any past default under the applicable Indenture
with respect to that series, except a default in the payment of the principal
of or premium, if any, or interest, if any, on any Debt Security of that
series or in the payment of any sinking fund installment or analogous
obligation or in respect of a provision which under the applicable Indenture
cannot be modified or amended without the consent of the Holder of each
Outstanding Debt Security of that series affected. (Section 513). If
Subordinated Debt of a series is held by an GT Trust or a trustee of such
trust, such waiver shall not be effective until the holders of a majority in
aggregate liquidation amount of Trust Securities of the applicable GT Trust
shall have consented to such waiver; provided, further, that where a consent
under the Subordinated Indenture would require the consent of the holders of
more than a majority in principal amount of such series of Subordinated Debt,
such waiver shall not be effective until the holders of at least the same
proportion in aggregate stated liquidation amount of the Trust Securities of
the applicable GT Trust shall have consented to such waiver.
Each Indenture contains provisions for convening meetings of the Holders of
Debt Securities of a series if Debt Securities of that series are issuable as
Bearer Securities. A meeting may be called at any time by the
applicable Trustee, and also, upon request, by the Company or Holders of at
least 10% in principal amount of the Outstanding Debt Securities of such
series, in any such case upon notice given in accordance with "Notices" below.
(Section 1302). Except as limited by the proviso in the second preceding
paragraph, any resolution presented at a meeting or adjourned meeting at which
a quorum is present may be adopted by the affirmative
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vote of the Holders of a majority in principal amount of the Outstanding Debt
Securities of that series; provided, however, that, except as limited by the
proviso in the second preceding paragraph, any resolution with respect to any
consent or waiver which may be given by the Holders of not less than 66 2/3%
in principal amount of the Outstanding Debt Securities of a series may be
adopted at a meeting or an adjourned meeting at which a quorum is present only
by the affirmative vote of 66 2/3% in principal amount of the Outstanding Debt
Securities of that series; and provided, further, that, except as limited by
the proviso in the second preceding paragraph, any resolution with respect to
any request, demand, authorization, direction, notice, consent, waiver or
other action which may be made, given or taken by the Holders of a specified
percentage, which is less than a majority, in principal amount of Outstanding
Debt Securities of a series may be adopted at a meeting or adjourned meeting
duly reconvened at which a quorum is present by the affirmative vote of the
Holders of such specified percentage in principal amount of the Outstanding
Debt Securities of that series. Any resolution passed or decision taken at any
meeting of Holders of Debt Securities of any series duly held in accordance
with the applicable Indenture will be binding on all Holders of Debt
Securities of that series and the related coupons. The quorum at any meeting
called to adopt a resolution, and at any reconvened meeting, will be persons
holding or representing a majority in principal amount of the Outstanding Debt
Securities of a series; provided, however, that if any action is to be taken
at such meeting with respect to a consent or waiver which may be given by the
Holders of not less than 66 2/3% in principal amount of the Outstanding Debt
Securities of a series, the persons holding or representing 66 2/3% in
principal amount of the Outstanding Debt Securities of such series will
constitute a quorum (Section 1304).
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company may, without the consent of any Holders of Outstanding Debt
Securities, consolidate or merge with or into, or transfer or lease its assets
substantially as an entirety to, any Person, and any other Person may
consolidate or merge with or into, or transfer or lease its assets
substantially as an entirety to, the Company, provided that (i) the Person (if
other than the Company) formed by such consolidation or into which the Company
is merged or which acquires or leases the assets of the Company substantially
as an entirety is organized under the laws of any United States jurisdiction
and assumes the Company's obligations on the Debt Securities and under the
applicable Indenture, (ii) after giving effect to the transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have happened and be continuing, and (iii)
certain other conditions are met. (Section 801).
NOTICES
Except as may otherwise be set forth in an applicable Prospectus Supplement
relating to a series of Debt Securities, notices to Holders of Bearer
Securities will be given by publication in a daily newspaper in the English
language of general circulation in The City of New York and in London, and so
long as such Bearer Securities are listed on the Stock Exchange and the Stock
Exchange shall so require, in a daily newspaper of general circulation in
Luxembourg or, if not practical, elsewhere in Western Europe. Such publication
is expected to be made in The Wall Street Journal, the Financial Times and the
Luxemburger Wort. Notices to Holders of Registered Securities will be given by
mail to the addresses of such Holders as they appear in the Security Register.
(Sections 101 and 106).
TITLE
Title to any temporary global Debt Security, any permanent global Debt
Security, any Bearer Securities and any coupons appertaining thereto will pass
by delivery. The Company, each Trustee and any agent of the Company or the
applicable Trustee may treat the bearer of any Bearer Security and the bearer
of any coupon
and the registered owner of any Registered Security as the absolute owner
thereof (whether or not such Debt Security or coupon shall be overdue and
notwithstanding any notice to the contrary) for the purpose of making payment
and for all other purposes. (Section 308).
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REPLACEMENT OF DEBT SECURITIES AND COUPONS
Any mutilated Debt Security or a Debt Security with a mutilated coupon
appertaining thereto will be replaced by the Company at the expense of the
Holder upon surrender of such Debt Security to the applicable Trustee. Debt
Securities or coupons that become destroyed, stolen or lost will be replaced
by the Company at the expense of the Holder upon delivery to the applicable
Trustee of the Debt Security and coupons or evidence of the destruction, loss
or theft thereof satisfactory to the Company and the applicable Trustee; in
the case of any coupon which becomes destroyed, stolen or lost, such coupon
will be replaced by issuance of a new Debt Security in exchange for the Debt
Security to which such coupon appertains. In the case of a destroyed, lost or
stolen Debt Security or coupon an indemnity satisfactory to the applicable
Trustee and the Company may be required at the expense of the Holder of such
Debt Security or coupon before a replacement Debt Security will be issued.
(Section 306).
CONCERNING THE TRUSTEES
Business and other relationships (including other trusteeships) between, on
the one hand, the Company and its affiliates and, on the other hand, the
Trustee under the Indenture pursuant to which any of the Debt Securities to
which an applicable Prospectus Supplement accompanying this Prospectus relates
are described in such Prospectus Supplement.
CERTAIN PROVISIONS APPLICABLE TO GT TRUSTS
In the event Subordinated Debt of a series is issued and sold to a GT Trust
or a trustee of such trust in connection with the issuance of Trust Securities
by such GT Trust, such Subordinated Debt subsequently may be distributed pro
rata to the holders of such Trust Securities in connection with the
dissolution of such GT Trust upon the occurrence of certain events described
in the Prospectus Supplement relating to such Trust Securities. Only one
series of Subordinated Debt will be issued to a GT Trust or a trustee of such
trust in connection with the issuance of Trust Securities by such GT Trust. In
each certificate evidencing Subordinated Debt of a series held by a GT Trust
or a trustee of such trust, the Company will covenant that, so long as any
Trust Securities issued by such GT Trust remain outstanding, if (i) there
shall have occurred any Event of Default under the Subordinated Indenture with
respect to such series of Subordinated Debt, (ii) the Company shall be in
default with respect to its payment of any obligations under its Guarantee
with respect to such GT Trust or (iii) the Company shall have given notice of
its election of an Extension Period as provided in the certificate evidencing
such Subordinated Debt and shall not have rescinded such notice, or such
Extension Period or any extension thereof shall be continuing, then the
Company will not, and will not permit any subsidiary to, (x) declare or pay
any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company's capital stock or (y)
make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company that rank on a parity
with or junior in interest to such Subordinated Debt or make any guarantee
payments with respect to any guarantee by the Company of the debt securities
of any subsidiary of the Company if such guarantee ranks on a parity with or
junior in interest to such Subordinated Debt (other than (a) dividends or
distributions in common stock of the Company, (b) payments under the
applicable Guarantee made by the Company in respect of the Trust Securities of
such GT Trust, (c) any declaration of a dividend in connection with the
implementation of a shareholders' rights plan, or the issuance of stock under
any such plan in the future, or the redemption or repurchase of any such
rights pursuant thereto, and (d) purchases of common stock related to the
issuance of common stock or rights under any of the Company's benefit plans).
In the event Subordinated Debt of a series is issued to a GT Trust or a
trustee of such trust in connection with the issuance of Trust Securities of
such GT Trust, for so long as such Trust Securities remain outstanding,
the Company will covenant (i) to maintain directly or indirectly 100%
ownership of the Common Securities of such GT Trust, (ii) to cause such GT
Trust to remain a statutory business trust and not to voluntarily dissolve,
wind-up, liquidate or be terminated, except as permitted by such GT Trust's
Declaration, (iii) to use its commercially reasonable efforts to ensure that
such GT Trust will not be an "investment company" for purposes of the
Investment Company Act and (iv) to take no action that would be reasonably
likely to cause such GT Trust to be classified as an association or a publicly
traded partnership taxable as a corporation for United States federal income
tax purposes.
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DESCRIPTION OF PREFERRED SECURITIES
Each GT Trust may issue only one series of Preferred Securities having terms
described in the Prospectus Supplement relating thereto. The Declaration of
each GT Trust will be qualified as an indenture under the Trust Indenture Act.
Wilmington Trust Company will act as indenture trustee under each Declaration.
The Preferred Securities will represent undivided beneficial ownership
interests in the assets of the GT Trusts and the holders thereof will be
entitled to a preference in certain circumstances with respect to
Distributions and amounts payable on redemption or liquidation over the Common
Securities, as well as other benefits as described in the Declaration. This
Prospectus contains a description of all material provisions of each
Declaration. The summary of such provisions does not purport to be complete; a
copy of the form of such Declarations is filed as an exhibit to the
Registration Statement of which this Prospectus forms a part. All capitalized
terms set forth below have the meanings specified in the form of Declaration.
The Preferred Securities will have such terms, including as to
Distributions, redemption, voting, liquidation rights and such other
preferred, deferred or other special rights or such restrictions as shall be
set forth in the Declaration of the GT Trust issuing such Preferred Securities
or made part of such Declaration by the Trust Indenture Act. Reference is made
to any Prospectus Supplement relating to the Preferred Securities of an
GT Trust for specific terms, including (i) the distinctive designation of such
Preferred Securities, (ii) the number of Preferred Securities issued by such
GT Trust, (iii) the annual Distribution Rate (or method of determining such
rate) for Preferred Securities issued by such GT Trust and the date or dates
upon which such Distributions shall be payable, (iv) whether Distributions on
Preferred Securities issued by such GT Trust shall be cumulative, and, in the
case of Preferred Securities having such cumulative distribution rights, the
date or dates or method of determining the date or dates form which
distributions on Preferred Securities issued by such GT Trust shall be
cumulative, (v) the amount or amounts which shall be paid out of the assets of
such GT Trust to the Holders of Preferred Securities of such GT Trust upon
voluntary or involuntary dissolution, winding-up or termination of such GT
Trust, (vi) the obligation, if any, of such GT Trust to purchase or redeem
Preferred Securities issued by such GT Trust and the price or prices at which,
the period or periods within which and the terms and conditions upon which
Preferred Securities issued by such GT Trust shall be purchased or redeemed,
in whole or in part, pursuant to such obligation, (vii) the voting rights, if
any, of Preferred Securities issued by such GT Trust in addition to those
required by law, including the number of votes per Preferred Security and any
requirement for the approval by the holders of Preferred Securities as a
condition to specified action or amendments to the Declaration of such GT
Trust, (viii) the terms and conditions, if any, pursuant to which such
Preferred Securities may be converted or exchanged for securities of the
Company or any other person; and (ix) any other relevant rights, preferences,
privileges, limitations or restrictions of Preferred Securities issued by such
GT Trust, consistent with the Declaration of such GT Trust and with applicable
law. All Preferred Securities offered hereby will be guaranteed by the Company
to the extent set forth below under "Description of Guarantees." Certain
United States federal income tax considerations applicable to any offering of
Preferred Securities will be described in the Prospectus Supplement relating
thereto.
In connection with the issuance of Preferred Securities, each GT Trust will
issue one series of Common Securities, having such terms, including as to
Distributions, redemption, voting, liquidation rights or such restrictions, as
shall be set forth in the Declaration of the GT Trust issuing such Common
Securities or made part of such Declaration by the Trust Indenture Act. The
terms of the Common Securities issued by such GT Trust will be substantially
identical to the terms of the Preferred Securities issued by such GT Trust.
The Common Securities will rank on a parity, and payments will be made thereon
pro rata, with such Preferred Securities except that upon a Trust Enforcement
Event under the Declaration of such GT Trust, the rights of the
holders of such Common Securities to payment in respect of Distributions and
payments upon liquidation, redemption and otherwise will be subordinated to
the rights of the holders of such Preferred Securities. Except in certain
limited circumstances, the holders of Common Securities of a GT Trust will
also be entitled to vote and appoint, remove or replace any of the GT Trustees
of such GT Trust. All of the Common Securities of an GT Trust will be directly
or indirectly owned by the Company.
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If a Trust Enforcement Event with respect to a Declaration of any GT Trust
occurs and is continuing, then the holders of Preferred Securities of such GT
Trust would rely on the enforcement by the Property Trustee of its rights as a
holder of Subordinated Debt against the Company. In addition, the Holders of a
majority in liquidation amount of such Preferred Securities will have the
right to direct the time, method, and place of conducting any proceeding for
any remedy available to the Property Trustee or to direct the exercise of any
trust or power conferred upon the Property Trustee under such Declaration,
including the right to direct the Property Trustee to exercise the remedies
available to it as a holder of Subordinated Debt.
An Event of Default under the Subordinated Indenture that has occurred and
is continuing constitutes a "Trust Enforcement Event" under the Declaration
with respect to any GT Trust, provided that pursuant to such Declaration, the
holder of the Common Securities will be deemed to have waived any Trust
Enforcement Event with respect to the Common Securities until all Trust
Enforcement Events with respect to the Preferred Securities have been cured,
waived or otherwise eliminated. Until such Trust Enforcement Event with
respect to the Preferred Securities has been so cured, waived or otherwise
eliminated, the Property Trustee will be deemed to be acting solely on behalf
of the Holders of the Preferred Securities and only the Holders of the
Preferred Securities will have the right to direct the Property Trustee with
respect to certain matters under such Declaration, and therefore the
Subordinated Indenture.
Upon the occurrence of a Trust Enforcement Event, the Property Trustee, as
the holder of Subordinated Debt, will have the right under the Subordinated
Indenture to declare the principal of and premium, if any, and interest on
such Subordinated Debt to be immediately due and payable.
If the Property Trustee fails to enforce its rights with respect to
Subordinated Debt, any Holder of Preferred Securities may, to the extent
permitted by applicable law, institute a legal proceeding directly against the
Company to enforce the Property Trustee's rights under such Subordinated Debt
without first instituting any legal proceeding against the Property Trustee or
any other person or entity. In addition, if a Trust Enforcement Event has
occurred and is continuing and such event is attributable to the failure of
the Company to pay principal of and premium, if any, and interest or other
required payments on Subordinated Debt on the date such interest, principal or
other payment is otherwise payable, then a Holder of Preferred Securities of
such GT Trust may, on or after the respective due dates specified in such
Subordinated Debt, institute a proceeding directly against the Company under
the Subordinated Indenture for enforcement of payment on such Subordinated
Debt having a principal amount equal to the aggregate liquidation amount of
the Preferred Securities held by such Holder (a "Direct Action"). In
connection with such Direct Action, the rights of the Company will be
subrogated to the rights of such Holder of Preferred Securities under such
Declaration to the extent of any payment made by the Company to such Holder of
Preferred Securities in such Direct Action. Consequently, the Company will be
entitled to payment of amounts that a Holder of Preferred Securities receives
in respect of an unpaid distribution that resulted in the bringing of a Direct
Action to the extent that such Holder receives or has already received full
payment with respect to such unpaid distribution from a GT Trust. The Holders
of Preferred Securities of a GT Trust will not be able to exercise directly
any other remedy available to the holders of Subordinated Debt.
DESCRIPTION OF GUARANTEES
A Guarantee will be executed and delivered by the Company concurrently with
the issuance by a GT Trust of Preferred Securities for the benefit of the
Holders from time to time of such Preferred Securities. Each Guarantee will be
qualified as an indenture under the Trust Indenture Act. Wilmington Trust
Company will act as indenture trustee under each Guarantee (the "Guarantee
Trustee"). This Prospectus contains a description of all material provisions
of each Guarantee. The summary of such provisions does not purport to be
complete; a copy of the form of such Guarantees is filed as an exhibit to the
Registration Statement of which this Prospectus forms a part. All capitalized
terms set forth below have the meanings specified in the form of Guarantee.
The Guarantee Trustee will hold each Guarantee for the benefit of the Holders
of the Preferred Securities of a GT Trust.
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GENERAL
Pursuant to and to the extent set forth in each Guarantee, and except as
otherwise set forth in the applicable Prospectus Supplement, the Company will
irrevocably and unconditionally agree to pay in full the Guarantee Payments
(as defined below) to the Holders of the Preferred Securities, as and when
due, regardless of any defense, right of set-off or counterclaim that such GT
Trust may have or assert. The following payments or Distributions with respect
to the Preferred Securities, to the extent not paid by or on behalf of such GT
Trust (the "Guarantee Payments"), will be subject to such Guarantee: (i) any
accumulated and unpaid Distributions required to be paid on such Preferred
Securities, to the extent that such GT Trust has sufficient funds available
therefor at the time, (ii) the Redemption Price with respect to any Preferred
Securities called for redemption, to the extent that such GT Trust has
sufficient funds available therefor at such time, and (iii) upon a voluntary
or involuntary dissolution, winding up or liquidation of such GT Trust (unless
Subordinated Debt are distributed to Holders of the Preferred Securities), the
lesser of (a) the aggregate liquidation amount of the Preferred Securities and
all accumulated and unpaid Distributions thereon to the date of payment and
(b) the amount of assets of such GT Trust remaining available for distribution
to Holders of such Preferred Securities. The Company's obligation to make a
Guarantee Payment may be satisfied by direct payment of the required amounts
by the Company to the Holders of the applicable Preferred Securities or by
causing such GT Trust to pay such amounts to such Holders.
Each Guarantee will apply only to the extent that the applicable GT Trust
has sufficient funds available to make such payments. If the Company does not
make interest payments on Subordinated Debt held by an GT Trust, such GT Trust
will not be able to pay Distributions on the Preferred Securities issued by
such GT Trust and will not have funds legally available therefor.
The Company will also irrevocably and unconditionally guarantee the
obligations of any GT Trust with respect to such GT Trust's Common Securities
to the same extent as the Guarantee of the Preferred Securities of such GT
Trust, except that upon the occurrence and the continuation of a Trust
Enforcement Event with respect to such GT Trust, holders of such Preferred
Securities shall have a priority over holders of such Common Securities with
respect to Distributions and payments on liquidation, redemption or otherwise.
The Company will, through the Declaration, the Guarantee, the Subordinated
Debt and the Subordinated Indenture, taken together, fully and unconditionally
guarantee each GT Trust's obligations under the Preferred Securities of such
GT Trust. No single document standing alone or operating in conjunction with
fewer than all of the other documents constitutes such guarantee. It is only
the combined operation of these documents that has the effect of providing a
full and unconditional guarantee of each GT Trust's obligations under the
Preferred Securities of such GT Trust.
STATUS OF THE GUARANTEES
Each Guarantee will constitute an unsecured obligation of the Company and
will rank (i) subordinate and junior in right of payment to all other
liabilities of the Company, (ii) on a parity with the most senior preferred or
preference stock now or hereafter issued by the Company and with any guarantee
now or hereafter entered into by the Company in respect of any preferred
securities of any affiliate of the Company and (iii) senior to the Company's
common stock. The Guarantees will not place a limitation on the amount of
additional Senior Indebtedness that may be incurred by the Company.
Each Guarantee will constitute a guarantee of payment and not of collection
(that is, the guaranteed party may institute a legal proceeding directly
against the Company to enforce its rights under a Guarantee without
first instituting a legal proceeding against any other person or entity). Each
such Guarantee will not be discharged except by payment of the Guarantee
Payments in full to the extent not paid by the applicable GT Trust or upon
distribution of Subordinated Debt to the holders of the applicable Preferred
Securities in exchange for all such Preferred Securities.
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CERTAIN COVENANTS OF THE COMPANY
In each Guarantee, the Company will covenant that, so long as any Trust
Securities issued by the applicable GT Trust remain outstanding, if (i) there
shall have occurred any Event of Default under the Subordinated Indenture with
respect to the applicable series of Subordinated Debt held by such GT Trust,
(ii) the Company shall be in default with respect to its payment of any
obligations under such Guarantee or (iii) the Company shall have given notice
of its election of an Extension Period as provided in the certificate
evidencing such Subordinated Debt and shall not have rescinded such notice, or
such Extension Period or any extension thereof shall be continuing, then the
Company will not, and will not permit any subsidiary to, (x) declare or pay
any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company's capital stock or (y)
make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company that rank on a parity
with or junior in interest to Subordinated Debt or make any guarantee payments
with respect to any guarantee by the Company of the debt securities of any
subsidiary of the Company if such guarantee ranks on a parity with or junior
in interest to such Subordinated Debt (other than (a) dividends or
distributions in common stock of the Company, (b) payments under the
applicable Guarantee made by the Company in respect of the Trust Securities of
such GT Trust, (c) any declaration of a dividend in connection with the
implementation of a shareholders' rights plan, or the issuance of stock under
any such plan in the future, or the redemption or repurchase of any such
rights pursuant thereto, and (d) purchases of common stock related to the
issuance of common stock or rights under any of the Company's benefit plans).
AMENDMENTS AND ASSIGNMENT
Except with respect to any changes that do not materially adversely affect
the rights of holders of Preferred Securities to which a Guarantee relates (in
which case no consent of such holders will be required), a Guarantee may not
be amended without the prior approval of the holders of not less than 66 2/3%
of the aggregate liquidation amount of the outstanding Preferred Securities to
which a Guarantee relates. The manner of obtaining any such approval will be
as set forth in an accompanying Prospectus Supplement. All guarantees and
agreements contained in a Guarantee shall bind the successors, assigns,
receivers, trustees and representatives of the Company and shall inure to the
benefit of the Holders of the related Preferred Securities then outstanding.
EVENTS OF DEFAULT
An event of default under a Guarantee will occur upon the failure of the
Company to perform any of its payment or other obligations thereunder. The
Holders of not less than a majority in aggregate liquidation amount of the
Preferred Securities to which a Guarantee relates have the right to direct the
time, method and place of conducting any proceeding for any remedy available
to the Guarantee Trustee in respect of the Guarantee or to direct the exercise
of any trust or power conferred upon the Guarantee Trustee under such
Guarantee.
If the Guarantee Trustee fails to enforce a Guarantee, then any Holder of
Preferred Securities to which such Guarantee relates may institute a legal
proceeding directly against the Company to enforce the Guarantee Trustee's
rights under such Guarantee, without first instituting a legal proceeding
against the GT Trust that issued such Preferred Securities, the Guarantee
Trustee or any other person or entity.
The Company, as guarantor, will be required to file annually with the
Guarantee Trustee a certificate as to whether or not the Company is in
compliance with all the conditions and covenants applicable to it under any
outstanding Guarantees.
INFORMATION CONCERNING THE GUARANTEE TRUSTEE
The Guarantee Trustee, other than during the occurrence and continuance of a
default by the Company in performance of a Guarantee, undertakes to perform
only such duties as are specifically set forth in the Guarantee and, after
default with respect to a Guarantee (that has not been cured or waived) that
is actually known to a responsible officer of the Guarantee Trustee, must
exercise the same degree of care and skill as a prudent person would exercise
or use under the circumstances in the conduct of his or her own affairs.
Subject to this provision, the Guarantee Trustee is under no obligation to
exercise any of the powers vested in it by a Guarantee at the request of any
Holder of Preferred Securities to which such Guarantee relates unless it is
offered reasonable indemnity against the costs, expenses and liabilities that
might be incurred thereby.
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TERMINATION OF THE GUARANTEES
Each Guarantee will terminate as to the Preferred Securities issued by a GT
Trust and be of no further force and effect upon full payment of the
Redemption Price of all Preferred Securities of such GT Trust, upon full
payment of the amounts payable upon liquidation of such GT Trust or upon
distribution of Subordinated Debt held by such GT Trust to the holders of the
Preferred Securities of such GT Trust in exchange for all of the Preferred
Securities of such GT Trust. Each Guarantee will continue to be effective or
will be reinstated, as the case may be, if at any time any Holder of related
Preferred Securities issued by a GT Trust must restore payment of any sums
paid under such Preferred Securities or such Guarantee.
GOVERNING LAW
The Guarantees will be governed by and construed and interpreted in
accordance with the laws of the State of Minnesota.
DESCRIPTION OF COMMON STOCK
As of December 31, 1997, 141,595,989 shares of Common Stock of the Company
were outstanding. An aggregate of 258,404,016 shares, $.01 par value, remain
authorized and unissued. As of December 31, 1997, an aggregate of 13,833,752
of such authorized, unissued shares have been reserved for issuance pursuant
to stock option and incentive plans. Subject to any prior rights of any
Preferred Stock then outstanding, holders of the Common Stock are entitled to
receive such dividends as are declared by the Board of Directors of the
Company out of funds legally available therefor. Subject to the rights, if
any, of any Preferred Stock then outstanding, all voting rights are vested in
the holders of Common Stock, each share being entitled to one vote. Subject to
any prior rights of any such Preferred Stock, in the event of liquidation,
dissolution or winding up of the Company, holders of shares of Common Stock
are entitled to receive pro rata any assets distributable to stockholders in
respect of shares held by them. Holders of shares of Common Stock do not have
any preemptive right to subscribe for any additional securities which may be
issued by the Company. The outstanding shares of Common Stock are fully paid
and nonassessable. The transfer agent and registrar for the Common Stock is
Firstar Trust Company, Milwaukee, Wisconsin.
DESCRIPTION OF PREFERRED STOCK
The following is a description of certain general terms and provisions of
the Preferred Stock. The particular terms of any series of any such Preferred
Stock will be described in an applicable Prospectus Supplement. If so
indicated in such a Prospectus Supplement, the terms of any such series may
differ from the terms set forth below.
The summary of terms of any Preferred Stock contained in this Prospectus and
in an applicable Prospectus Supplement does not purport to be complete and is
subject to, and qualified in its entirety by, the provisions of the Company's
Restated Certificate of Incorporation (the "Restated Certificate of
Incorporation"), filed as an exhibit to the Registration Statements of which
this Prospectus is a part, and the certificate of designations
relating to such series of Preferred Stock (the "Certificate of Designation"),
the form of which is filed as an exhibit to the Registration Statement and
which will be filed with the Secretary of State of Delaware, at or prior to
the time of issuance of such series of Preferred Stock.
GENERAL
The Restated Certificate of Incorporation authorizes the issuance of
15,000,000 shares of Preferred Stock, $.01 par value per share. As of December
31, 1997, no shares of Preferred Stock were issued and outstanding.
Subject to the Restated Certificate of Incorporation and to any limitations
contained in then outstanding Preferred Stock, the Company may issue
additional classes or series of Preferred Stock, at any time or from time to
time, with such powers, preferences and relative, participating, optional or
other special rights and qualifications, limitations or restrictions thereof,
as the Board of Directors or any duly authorized committee thereof shall
determine, all without further action of the stockholders, including holders
of then outstanding Preferred Stock, of the Company.
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The Preferred Stock will have the dividend, liquidation, redemption and
voting rights set forth below unless otherwise provided in an applicable
Prospectus Supplement. Reference is made to such Prospectus Supplement for
specific terms, including (1) the designation of such Preferred Stock; (2) the
number of shares of such Preferred Stock, the liquidation preference per share
and the initial offering price of such Preferred Stock; (3) the dividend
rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof
applicable to such Preferred Stock; (4) the date from which dividends on such
Preferred Stock shall accumulate, if applicable; (5) the procedures for any
auction and remarketing, if any, of such Preferred Stock; (6) the provision of
a sinking fund, if any, for such Preferred Stock; (7) the provision for
redemption, if applicable, of such Preferred Stock; (8) any listing of such
Preferred Stock on any securities exchange; (9) the terms and conditions, if
applicable, upon which such Preferred Stock will be convertible into or
exchangeable for the Company's common stock or other securities, and whether
at the option of the holder thereof or the Company; (10) whether such
Preferred Stock will rank senior or junior to or on a parity with any other
class or series of Preferred Stock; (11) the voting rights, if any, of such
Preferred Stock; (12) any conversion or exchange rights of such Preferred
Stock; (13) whether the Company has elected to offer Depositary Shares with
respect to such Preferred Stock as described below under "Depositary Shares";
(14) any other specific terms, preferences, rights limitations or restrictions
of such Preferred Stock; and (15) a discussion of Federal income tax
considerations applicable to such Preferred Stock.
The Preferred Stock will, when issued, be fully paid and non-assessable.
RANK
Each series of Preferred Stock will, with respect to dividends or upon
liquidation, dissolution or winding up, rank (i) senior to all common stock of
the Company, and to all equity securities issued by the Company the terms of
which specifically provide that such equity securities rank junior to such
Preferred Stock (collectively referred to as "Junior Securities"); (ii) on a
parity with all equity securities issued by the Company the terms of which
specifically provide that such equity securities rank on a parity with such
Preferred Stock (collectively referred to as "Parity Preferred Stock"); and
(iii) junior to all equity securities issued by the Company the terms of which
specifically provide that such equity securities rank senior to such Preferred
Stock (collectively referred to as "Senior Securities").
DIVIDENDS
Holders of shares of Preferred Stock shall be entitled to receive, when, as
and if declared by the Board of Directors out of funds legally available
therefor, dividends payable on such dates and at such rates per share per
annum as set forth in an applicable Prospectus Supplement. Each such dividend
will be payable to the holders of
record as they appear on the stock books of the Company (or, if applicable,
the records of the Depositary referred to below under "Depositary Shares") on
such record dates as will be fixed by the Board of Directors or a duly
authorized committee thereof, or specified in such Prospectus Supplement. No
dividends may be declared or paid or set apart for payment on any Parity
Preferred Stock with regard to the payment of dividends unless there shall
also be or have been declared and paid or set apart for payment on the
Preferred Stock, dividends for all dividend payment periods of such Preferred
Stock ending on or before the dividend payment date of such Parity Preferred
Stock, ratably in proportion to the respective amounts of dividends (x)
accumulated and unpaid or payable on such Parity Preferred Stock, on the one
hand, and (y) accumulated and unpaid through the dividend payment period or
periods of Preferred Stock next preceding such dividend payment date, on the
other hand.
Except as set forth in the preceding sentence, unless full cumulative
dividends on the Preferred Stock have been paid through the most recently
completed dividend period for such Preferred Stock, no dividends (other than
in the Company's common stock) may be paid or declared and set aside for
payment or other distribution made upon such common stock or on any other
stock of the Company that are Junior Securities or Parity Preferred Stock as
to dividends, nor may any the Company's common stock or shares of any other
stock of the Company that are Junior Securities or Parity Preferred Stock as
to dividends be redeemed, purchased or otherwise acquired for any
consideration (or any payment be made to or available for a sinking fund for
the redemption of any shares of such stock; provided, however, that any moneys
theretofore deposited in any sinking fund with respect to any preferred stock
of the Company in compliance with the provisions of such sinking fund may
thereafter be applied to the purchase or redemption of such preferred stock in
accordance with the terms of
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such sinking fund, regardless of whether at the time of such application full
cumulative dividends upon shares of such Preferred Stock outstanding to the
last dividend payment date shall have been paid or declared and set apart for
payment), provided that any such Junior Securities or Parity Preferred Stock
or the Company's common stock may be converted into or exchanged for shares of
stock that are Junior Securities as to dividends.
Payment of dividends on any series of Preferred Stock may be restricted by
loan agreements, indentures or other transactions entered into by the Company.
CONVERTIBILITY
No series of Preferred Stock offered hereby will be convertible into, or
exchangeable for, other securities or property except as set forth in an
applicable Prospectus Supplement.
REDEMPTION AND SINKING FUND
No series of Preferred Stock offered hereby will be redeemable or receive
the benefit of a sinking fund except as set forth in an applicable Prospectus
Supplement.
LIQUIDATION
Upon any voluntary or involuntary liquidation, dissolution or winding up of
the Company, holders of any series of Preferred Stock then outstanding shall
be entitled to receive out of the assets of the Company available for
distribution to its stockholders, after any distribution is made to or set
aside for holders of Senior Securities and before any distribution is made to
holders of Junior Securities, the liquidation preference per share specified
in an applicable Prospectus Supplement, if any, in each case together with any
accumulated and unpaid dividends. After payment of the full amount of the
liquidation preference and such dividends, the holders of shares of Preferred
Stock will not be entitled to any further participation in any distribution of
assets by the Company. If, upon any liquidation, dissolution or winding up of
the assets of the Company, the assets of the Company, or proceeds thereof,
distributable among the holders of shares of Parity Preferred Stock shall be
insufficient to pay in full the preferential amount aforesaid, then such
assets, or the proceeds thereof, shall be distributable among such holders
ratably in accordance with the respective amounts which would be payable on
such shares if all amounts payable thereon were paid in full. Neither a
consolidation or merger of the Company with or into any other corporation, nor
a merger of any other corporation with or into the Company, nor a sale or
transfer of all or any part of the Company's assets shall be considered a
liquidation, dissolution or winding up of the Company.
The Restated Certificate of Incorporation does not contain any language
requiring funds to be set aside to protect the liquidation preference of the
Preferred Stock, although such liquidation preference may be substantially in
excess of the par value of the Preferred Stock. In addition, the Company is
not aware of any provision of Delaware law or any controlling decision of the
courts of the State of Delaware (the state of incorporation of the Company)
that requires a restriction upon the surplus of the Company solely because the
liquidation preference of Preferred Stock will exceed its par value.
Consequently, there will be no restriction upon surplus of the Company solely
because the liquidation preference of Preferred Stock will exceed the par
value and there will be no remedies available to holders of Preferred Stock
before or after the payment of any dividend, other than in connection with the
liquidation of the Company, solely by reason of the fact that such dividend
would reduce the surplus of the Company to an amount less than the difference
between the liquidation preference of Preferred Stock and its par value.
VOTING
Except as provided by Delaware law, no series of Preferred Stock will be
entitled to vote except as provided in an applicable Prospectus Supplement.
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MISCELLANEOUS
The holders of Preferred Stock will have no preemptive rights. Shares of
Preferred Stock redeemed or otherwise reacquired by the Company shall be
retired and, upon the taking of any action required by applicable law, resume
the status of authorized and unissued shares of Preferred Stock undesignated
as to series, and shall be available for subsequent issuance. The shares of a
series of Preferred Stock will not have any preferences, voting powers or
relative, participating, optional or other special rights except as set forth
above or in an applicable Prospectus Supplement, the Restated Certificate of
Incorporation or the related Certificate of Designation or as otherwise
required by law. Neither the par value nor the liquidation preference is
indicative of the price at which the Preferred Stock will actually trade on or
after the date of issuance.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for each series of Preferred Stock will be
described in an applicable Prospectus Supplement.
DEPOSITARY SHARES
General. The Company may, at its option, elect to offer fractional shares of
Preferred Stock, rather than full shares of Preferred Stock. In the event such
option is exercised, the Company will issue to the public receipts for
Depositary Shares, each of which will represent a fraction (to be set forth in
the Prospectus Supplement relating to a particular series of Preferred Stock)
of a share of a particular series of Preferred Stock as described below.
The shares of any series of Preferred Stock represented by Depositary Shares
will be deposited under a Deposit Agreement (the "Deposit Agreement") between
the Company and a bank or trust company selected by the Company having its
principal office in the United States and having a combined capital and
surplus of at least $50,000,000 (the "Depositary"). Subject to the terms of
the Deposit Agreement, each owner of a Depositary Share will be entitled, in
proportion to the applicable fraction of a share of Preferred Stock
represented by such Depositary Share, to all the rights and preferences of the
Preferred Stock represented thereby (including dividend, voting, redemption
and liquidation rights).
The Depositary Shares will be evidenced by depositary receipts issued
pursuant to the Deposit Agreement ("Depositary Receipts"). Depositary Receipts
will be distributed to those persons purchasing the fractional
shares of Preferred Stock in accordance with the terms of the offering. Copies
of the forms of Deposit Agreement and Depositary Receipt are filed as exhibits
to the Registration Statement of which this Prospectus is a part, and the
following summary is qualified in its entirety by reference to such exhibits.
Pending the preparation of definitive engraved Depositary Receipts, the
Depositary may, upon the written order of the Company, issue temporary
Depositary Receipts substantially identical to (and entitling the holders
thereof to all the rights pertaining to) the definitive Depositary Receipts
but not in definitive form. Definitive Depositary Receipts will be prepared
thereafter without unreasonable delay, and temporary Depositary Receipts will
be exchangeable for definitive Depositary Receipts at the Company's expense.
In addition, subject to the terms of the Deposit Agreement, holders of
Depositary Shares are entitled to withdraw and receive, upon surrender of
Depositary Receipts, certificates evidencing the fractional number of shares
of Preferred Stock represented by such Depositary Receipts.
Dividends and Other Distributions. The Depositary will distribute all cash
dividends or other cash distributions received in respect of the Preferred
Stock to the record holders of Depositary Shares relating to such Preferred
Stock in proportion to the number of such Depositary Shares owned by such
holders.
In the event of a distribution other than in cash, the Depositary will
distribute property received by it to the record holders of Depositary Shares
entitled thereto, unless the Depositary determines that it is not feasible to
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make such distribution, in which case the Depositary may, with the approval of
the Company, sell such property and distribute the net proceeds from such sale
to such holders.
Redemption of Depositary Shares. If a series of Preferred Stock represented
by Depositary Shares is subject to redemption, the Depositary Shares will be
redeemed from the proceeds received by the Depositary resulting from the
redemption, in whole or in part, of such series of Preferred Stock held by the
Depositary. The redemption price per Depositary Share will be equal to the
applicable fraction of the redemption price per share payable with respect to
such series of the Preferred Stock. Whenever the Company redeems shares of
Preferred Stock held by the Depositary, the Depositary will redeem as of the
same redemption date the number of Depositary Shares representing the shares
of Preferred Stock so redeemed. If fewer than all the Depositary Shares are to
be redeemed, the Depositary Shares to be redeemed will be selected by lot or
pro rata as may be determined by the Depositary.
Voting the Preferred Stock. Upon receipt of notice of any meeting at which
the holders of the Preferred Stock are entitled to vote, the Depositary will
mail the information contained in such notice of meeting to the record holders
of the Depositary Shares relating to such Preferred Stock. Each record holder
of such Depositary Shares on the record date (which will be the same date as
the record date for the Preferred Stock) will be entitled to instruct the
Depositary as to the exercise of the voting rights pertaining to the amount of
the Preferred Stock represented by such holder's Depositary Shares. The
Depositary will endeavor, insofar as practicable, to vote the amount of the
Preferred Stock represented by such Depositary Shares in accordance with such
instructions, and the Company will agree to take all action which may be
deemed necessary by the Depositary in order to enable the Depositary to do so.
The Depositary will abstain from voting shares of the Preferred Stock to the
extent it does not receive specific instructions from the holders of
Depositary Shares representing such Preferred Stock.
Amendment and Termination of the Depositary Agreement. The form of
Depositary Receipt evidencing the Depositary Shares and any provision of the
Deposit Agreement may at any time be amended by agreement between the Company
and the Depositary. However, any amendment that materially and adversely
alters the rights of the holders of Depositary Shares will not be effective
unless such amendment has been approved by the holders of at least a majority
of the Depositary Shares then outstanding. The Deposit Agreement may be
terminated by the Company or the Depositary only if (i) all outstanding
Depositary Shares have been redeemed or (ii) there has been a final
distribution in respect of the Preferred Stock in connection with any
liquidation, dissolution or winding up of the Company and such distribution
has been distributed to the holders of Depositary Receipts.
Changes of Depositary. The Company will pay all transfer and other taxes and
governmental charges arising solely from the existence of the depositary
arrangements. The Company will pay charges of the Depositary in connection
with the initial deposit of the Preferred Stock and any redemption of the
Preferred Stock. Holders of Depositary Receipts will pay other transfer and
other taxes and governmental charges and such other charges, including a fee
for the withdrawal of shares of Preferred Stock upon surrender of Depositary
Receipts, as are expressly provided in the Deposit Agreement to be for their
accounts.
Miscellaneous. The Depositary will forward to holders of Depositary Receipts
all reports and communications from the Company that are delivered to the
Depositary and which the Company is required to furnish to the holders of the
Preferred Stock.
Neither the Depositary nor the Company will be liable if it is prevented or
delayed by law or any circumstance beyond its control in performing its
obligations under the Deposit Agreement. The obligations of the Company and
the Depositary under the Deposit Agreement will be limited to performance in
good faith of their duties thereunder and they will not be obligated to
prosecute or defend any legal proceeding in respect of any Depositary Shares
or Preferred Stock unless satisfactory indemnity is furnished. They may rely
upon written advice of counsel or accountants, or upon information provided by
persons presenting Preferred Stock for deposit, holders of Depositary Receipts
or other persons believed to be competent and on documents believed to be
genuine.
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Resignation and Removal of Depositary. The Depositary may resign at any time
by delivering to the Company notice of its election to do so, and the Company
may at any time remove the Depositary, any such resignation or removal to take
effect upon the appointment of a successor Depositary and its acceptance of
such appointment. Such successor Depositary must be appointed within 60 days
after delivery of the notice of resignation or removal and must be a bank or
trust company having its principal office in the United States and having a
combined capital and surplus of at least $50,000,000.
DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS
The Company may issue Stock Purchase Contracts, including contracts
obligating holders to purchase from the Company, and the Company to sell to
the holders, a specified number of shares of Common Stock or Preferred Stock
at a future date or dates. The consideration per share of Preferred Stock or
Common Stock may be fixed at the time the Stock Purchase Contracts are issued
or may be determined by reference to a specific formula set forth in the Stock
Purchase Contracts. The Stock Purchase Contracts may be issued separately or
as a part of units ("Stock Purchase Units") consisting of a Stock Purchase
Contract and Debt Securities, Preferred Securities or debt obligations of
third parties, including U. S. Treasury securities, securing the holders'
obligations to purchase the Preferred Stock or the Common Stock under the
Stock Purchase Contracts. The Stock Purchase Contracts may require the Company
to make periodic payments to the holders of the Stock Purchase Units or vice
versa, and such payments may be unsecured or prefunded on some basis. The
Stock Purchase Contracts may require holders to secure their obligations
thereunder in a specified manner.
The applicable Prospectus Supplement will describe the terms of any Stock
Purchase Contracts or Stock Purchase Units. The description in the Prospectus
Supplement will not necessarily be complete, and reference will be made to the
Stock Purchase Contracts, and, if applicable, collateral arrangements and
depositary arrangements, relating to such Stock Purchase Contracts or Stock
Purchase Units.
FOREIGN CURRENCY RISKS
GENERAL
The Debt Securities of a series may be denominated in and the principal of,
and any interest or premium on, such Debt Securities may be payable in such
foreign currencies or currency units as may be designated by the Company at
the time of offering (the "Foreign Currency Securities"). A description of
material risks relating to a particular series of Foreign Currency Securities
will be set forth in the applicable Prospectus Supplement or Prospectus
Supplements.
EXCHANGE RATES AND EXCHANGE CONTROLS
An investment in Foreign Currency Securities entails significant risks that
are not associated with a similar investment in a security denominated in
United States dollars. Such risks include, without limitation, the possibility
of significant changes in the rate of exchange between the United States
dollar and the currency or currency unit designated in the applicable
Prospectus Supplement (the "Specified Currency") and the possibility of the
imposition or modification of foreign exchange controls by either the United
States or foreign governments. Such risks generally depend on economic and
political events over which the Company has no control. In recent years, rates
of exchange between the United States dollar and certain foreign currencies
have been highly volatile and such volatility may be expected in the future.
Fluctuations in any particular exchange rate that have occurred in the past
are not necessarily indicative, however, of fluctuations in the rate that may
occur during the term of any Foreign Currency Security. Depreciation of the
Specified Currency applicable to a Foreign Currency Security against the
United States dollar would result in a decrease in the United States dollar-
equivalent yield of such Security (or the Debt Security purchasable upon
exercise of any Debt Warrant), in the United States dollar-equivalent value of
the principal repayable at maturity of such Security (or the Security
purchasable upon exercise of such Debt Warrant) and, generally, in the United
States dollar-equivalent market value of such Security.
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Governments have imposed from time to time exchange controls and may in the
future impose or revise exchange controls at or prior to a Foreign Currency
Security's maturity (or the maturity of the Debt Security issuable upon
exercise of a Debt Warrant). Even if there are no exchange controls, it is
possible that the Specified Currency for any particular Foreign Currency
Security would not be available at such Debt Security's maturity (or the
maturity of the Debt Security issuable upon exercise of a Debt Warrant) due to
other circumstances beyond the control of the Company.
JUDGMENTS
If an action based on Foreign Currency Securities were commenced in a court
of the United States, it is likely that such court would grant judgment
relating to such Securities only in United States dollars. It is not clear,
however, whether, in granting such judgment, the rate of conversion into
United States dollars would be determined with reference to the date of
default, the date judgment is rendered or some other date. Under current New
York law, a state court in the State of New York rendering a judgment on a
Foreign Currency Security would be required to render such judgment in the
Specified Currency in which such Foreign Currency Security is denominated, and
such judgment would be converted into United States dollars at the exchange
rate prevailing on the date of entry of the judgment. Holders of Foreign
Currency Securities would bear the risk of exchange rate fluctuations between
the time the amount of the judgment is calculated and the time the applicable
Trustee converts United States dollars to the Specified Currency for payment
of the judgment.
LIMITED FACILITIES FOR CONVERSION
Currently, there are limited facilities in the United States for conversion
of U.S. dollars into foreign currencies, and vice versa. In addition, banks
generally do not offer non-U.S. dollar denominated checking or savings account
facilities in the United States. Accordingly, payments on Foreign Currency
Securities will, unless otherwise specified in the applicable Prospectus
Supplement or Prospectus Supplements, be made from an account with a bank
located in the country issuing the Specified Currency (or, with respect to
Foreign Currency Securities denominated in ECUs, Brussels).
PLAN OF DISTRIBUTION
The Company may sell the Securities to one or more underwriters for public
offering and sale by them or may sell the Securities to investors directly or
through agents. The applicable Prospectus Supplement or Prospectus Supplements
will set forth the terms of the offering of the Securities, including the name
or names of any agents, underwriters or dealers, the purchase price of the
Securities and the proceeds to be received by the Company from such sale, any
underwriting discounts and other items constituting underwriters' compensation
and any discounts and commissions allowed or reallowed or paid to dealers or
agents. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers or agents may be changed from time to
time.
In connection with the sale of the Securities, underwriters or agents may be
deemed to have received compensation from the Company in the form of
underwriting discounts or commissions and may also receive commissions from
purchasers of the Securities for whom they may act as agent. Underwriters may
sell the Securities to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agent.
Underwriters, dealers and agents participating in the distribution of
Securities may be deemed to be underwriters, and any discounts and commissions
received by them and any profit realized by them on resale of the Securities
may be deemed to be underwriting discounts and commissions, under the
Securities Act of 1933, as amended. Such underwriters, dealers and agents may
be entitled under agreements which may be entered into by the Company to
indemnification by the Company against and contribution toward certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
29
<PAGE>
The Securities may be distributed in one or more transactions from time to
time at a fixed price or prices, which may be changed, or from time to time at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
If so indicated in the applicable Prospectus Supplement or Prospectus
Supplements, the Company will authorize dealers or other persons acting as the
Company's agents to solicit offers by certain institutions to purchase
Securities from the Company at the public offering price set forth in the
applicable Prospectus Supplement or Prospectus Supplements pursuant to delayed
delivery contracts ("Contracts") providing for payment and delivery on the
date or dates stated in the applicable Prospectus Supplement or Prospectus
Supplements. There may be limitations on the minimum amount which may be
purchased pursuant to Contracts or on the aggregate amount of Securities which
may be sold pursuant to Contracts. Any such limitations will be set forth in
the applicable Prospectus Supplement or Prospectus Supplements. Institutions
with whom Contracts, when authorized, may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions, and other institutions, but will in
all cases be subject to the approval of the Company. The obligations of any
purchaser under any Contract will not be subject to any conditions except (1)
the purchase by an institution of the Securities covered by its Contract shall
not at the time of delivery be prohibited under the laws of any jurisdiction
in the United States to which such institution is subject and (2) if
Securities are being sold to underwriters, the Company shall have sold to such
underwriters the total principal amount of such Securities less the principal
amount thereof covered by Contracts.
The Securities will be a new issue of securities with no established trading
market. Any underwriters or agents to or through whom Securities are sold by
the Company for public offering and sale may make a market in such Securities,
but such underwriters and agents will not be obligated to do so and may
discontinue any market-making at any time without notice. No assurance can be
given as to the liquidity of the trading market for any Securities.
In connection with the offering of the Securities, the Underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price
of the Securities during and after the offering. Specifically, the
Underwriters may over-allot or otherwise create a short position in the
Securities for their own account by selling more Securities than have been
sold to them by the Company. The Underwriters may elect to cover any such
short position by purchasing Securities in the open market. In addition, the
Underwriters may stabilize or maintain the price of the Securities by bidding
for or purchasing Securities in the open market and may impose penalty bids,
under which selling concessions allowed to syndicate members or other broker-
dealers participating in the offering are reclaimed if Securities previously
distributed in the offering are repurchased in connection with stabilization
transactions or otherwise. The effect of these transactions may be to
stabilize or maintain the market price of the Securities at a level above that
which might otherwise prevail in the open market. The imposition of a penalty
bid may also affect the price of the Securities to the extent that it
discourages resales thereof. No representation is made as to the magnitude or
effect of any stabilization or other transactions. Such transactions, if
commenced, may be discontinued at any time.
Securities may also be offered and sold, if so indicated in the applicable
Prospectus Supplement, in connection with a remarketing upon their purchase,
in accordance with a redemption or repayment pursuant to their terms, or
otherwise, by one or more firms ("remarketing firms"), acting as principals
for their own accounts or as agents for the Company or the GT Trust, as
applicable. Any remarketing firm will be identified and the terms of its
agreement, if any, with the Company or the GT Trust and its compensation will
be described in the applicable Prospectus Supplement. Remarketing firms may be
deemed to be underwriters, as that term is defined in the Securities Act, in
connection with the Securities remarketed thereby.
Certain of the underwriters, dealers and/or agents and their associates may
be customers of, engage in transactions with and perform services for the
Company, including its subsidiaries, in the ordinary course of business.
30
<PAGE>
EXPERTS
The consolidated financial statements of the Company as of December 31, 1997
and 1996 and for each of the years in the three-year period ended December 31,
1997 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.
VALIDITY OF SECURITIES
Unless otherwise indicated in an applicable Prospectus Supplement, the
validity of the Debt Securities, Common Stock, Preferred Stock, Depositary
Shares, Stock Purchase Contracts, Stock Purchase Units, Preferred Securities
and Guarantees offered hereby will be passed upon for the Company by Dorsey &
Whitney LLP, Minneapolis, Minnesota.
31
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR THE APPLICABLE PROSPECTUS SUPPLEMENT OR PRO-
SPECTUS SUPPLEMENTS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDER-
WRITER OR AGENT. THIS PROSPECTUS AND THE APPLICABLE PROSPECTUS SUPPLEMENT OR
PROSPECTUS SUPPLEMENTS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY AND THEREBY IN ANY JURIS-
DICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURIS-
DICTION. THE DELIVERY OF THIS PROSPECTUS OR THE APPLICABLE PROSPECTUS SUPPLE-
MENT OR PROSPECTUS SUPPLEMENTS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION
HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THEIR RESPECTIVE
DATES.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information..................................................... 3
Incorporation of Certain Documents by Reference........................... 3
Green Tree Financial Corporation.......................................... 4
The GT Trusts............................................................. 4
Risk Factors.............................................................. 6
Use of Proceeds........................................................... 7
Ratios of Earnings to Combined Fixed Charges and Preferred Stock
Dividends................................................................ 7
Description of Debt Securities............................................ 7
Description of Preferred Securities....................................... 19
Description of Guarantees................................................. 21
Description of Common Stock............................................... 24
Description of Preferred Stock............................................ 24
Description of Stock Purchase Contracts and Stock Purchase Units.......... 29
Foreign Currency Risks.................................................... 30
Plan of Distribution...................................................... 31
Experts................................................................... 33
Validity of Securities.................................................... 33
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
[LOGO OF GREENTREE FINANCIAL CORPORATION APPEARS HERE]
$
DEBT SECURITIES, COMMON STOCK,PREFERRED STOCK,DEPOSITARY SHARES,STOCK PURCHASE
CONTRACTS AND STOCK PURCHASE UNITS
GT CAPITAL TRUST I
GT CAPITAL TRUST II
GT CAPITAL TRUST III
GT CAPITAL TRUST IV
TRUST PREFERRED SECURITIES,
FULLY AND UNCONDITIONALLY GUARANTEED,
AS DESCRIBED HEREIN, BY
GREEN TREE FINANCIAL CORPORATION
---------------
PROSPECTUS
---------------
, 1998
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
SEC registration fee................................................ $295
Accountants' fees and expenses...................................... *
Attorneys' fees and expenses........................................ *
Trustee's and Depositary fees and expenses.......................... *
Printing and engraving expenses..................................... *
Fees and expenses of trustees....................................... *
State qualification fees and expenses............................... *
Rating agencies' fees............................................... *
Miscellaneous....................................................... *
----
Total........................................................... $ *
====
</TABLE>
- --------
* To be supplied by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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 and 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.
Green Tree Financial Corporation maintains a directors' and officers'
insurance policy.
In the Underwriting Agreements, forms of which are filed as Exhibit 1.1 and
1.3 hereto, and in the Distribution Agreement, a form of which is filed as
Exhibit 1.2 hereto, the Underwriters and the Agents, respectively, will agree
to indemnify, under certain conditions, the Company, its directors, certain of
its officers and persons who control the Company within the meaning of the
Securities Act of 1933, as amended (the "Act") against certain liabilities.
II-1
<PAGE>
ITEM 16. LIST OF EXHIBITS
<TABLE>
<C> <S>
*1.1 Form of Underwriting Agreement for Debt Securities
*1.2 Form of Underwriting Agreement for Common Stock
*1.3 Form of Underwriting Agreement for Preferred Stock
*1.4 Form of Underwriting Agreement for Depositary Shares
*1.5 Form of Underwriting Agreement for Preferred Securities
*1.6 Form of Underwriting Agreement for Stock Purchase Contracts and Stock
Purchase Units
4.1 Indenture dated as of September 1, 1992 between Green Tree Financial
Corporation and U.S. Bank Trust National Association (f/k/a First Trust
National Association) (incorporated by reference to Exhibit 4.1 to
Registration Statement No. 33-51804)
*4.2 Form of Indenture with respect to Subordinate Debt
*4.3 Form of Senior Debt Security--Fixed Rate Note
*4.4 Form of Senior Debt Security--Variable Rate Note
*4.5 Form of Subordinate Debt Security--Fixed Rate Note
*4.6 Form of Subordinate Debt Security--Variable Rate Note
*4.7 Form of Subordinated Debt Security to be issued to each GT Trust
*4.8 Form of Certificate of Designations with respect to the Preferred Stock
*4.9 Form of Deposit Agreement with respect to the Depositary Shares
(including the form of Depositary Receipt to be issued thereunder)
*4.10 Form of Stock Purchase Contract
*4.11 Form of Stock Purchase Unit
*4.12 Certificate of Trust of GT Capital Trust I
*4.13 Certificate of Trust of GT Capital Trust II
*4.14 Certificate of Trust of GT Capital Trust III
*4.15 Certificate of Trust of GT Capital Trust IV
*4.16 Declaration of Trust of GT Capital Trust I
*4.17 Declaration of Trust of GT Capital Trust II
*4.18 Declaration of Trust of GT Capital Trust III
*4.19 Declaration of Trust of GT Capital Trust IV
*4.20 Form of Amended and Restated Declaration of Trust for each GT Trust
(including the forms of Preferred Security and Common Security to be
issued thereunder)
*4.21 Form of Guarantee with respect to the Preferred Securities of each GT
Trust
*5.1 Opinion and consent of Dorsey & Whitney LLP as to the validity of the
Debt Securities, Common Stock Preferred Stock, Depositary Shares, Stock
Purchase Contracts, Stock Purchase Units and Guarantees of Green Tree
Financial Corporation
*5.2 Opinion and consent of Richards, Layton & Finger as to the validity of
the Preferred Securities of the GT Trusts
*12 Computation of ratio of earnings to fixed charges for the year ended
December 31, 1997
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
*23.2 Consent of Richards, Layton & Finger (included in Exhibit 5.2)
*23.3 Consent of KPMG Peat Marwick LLP, Independent Auditors
24 Power of Attorney (included on page II-5)
25.1 Form T-1 Statement of Eligibility and Qualification under Trust
Indenture Act of 1939 ("Form T-1") of U.S. Bank Trust National
Association (f/k/a First Trust National Association) as Trustee under
the Indenture with respect to the Senior Debt Securities (incorporated
by reference to Exhibit 25.1 to Registration Statement No. 33-51804)
*25.2 Form T-1 of U.S. Bank Trust National Association (f/k/a First Trust
National Association) as Trustee under the Indenture with respect to
the Subordinated Debt Securities
*25.3 Form T-1 of Wilmington Trust Company as Trustee under the Declaration
of Trust of GT Capital Trust I
*25.4 Form T-1 of Wilmington Trust Company as Trustee under the Declaration
of Trust of GT Capital Trust II
*25.5 Form T-1 of Wilmington Trust Company as Trustee under the Declaration
of Trust of GT Capital Trust III
*25.6 Form T-1 of Wilmington Trust Company as Trustee under the Declaration
of Trust of GT Capital Trust IV
*25.7 Form T-1 of Wilmington Trust Company as Guarantee Trustee under the
Preferred Securities Guarantee of Green Tree Financial Dorporation for
the benefit of holders of Trust Securities of GT Capital Trust I
*25.8 Form T-1 of Wilmington Trust Company as Guarantee Trustee under the
Preferred Securities Guarantee of Green Tree Financial Dorporation for
the benefit of holders of Trust Securities of GT Capital Trust II
*25.9 Form T-1 of Wilmington Trust Company as Guarantee Trustee under the
Preferred Securities Guarantee of Green Tree Financial Dorporation for
the benefit of holders of Trust Securities of GT Capital Trust III
*25.10 Form T-1 of Wilmington Trust Company as Guarantee Trustee under the
Preferred Securities Guarantee of Green Tree Financial Dorporation for
the benefit of holders of Trust Securities of GT Capital Trust IV
</TABLE>
- --------
* To be filed by amendment.
II-3
<PAGE>
ITEM 17. UNDERTAKINGS
Each of the undersigned registrants hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) under the Securities Act
if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change in the information set forth in the registration
statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the 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.
Each of undersigned registrants hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to section 13(a) or 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
each registrant pursuant to the foregoing provisions, or otherwise, each
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 liabilities (other than the payment by each
registrant of expenses incurred or paid by a director, officer or controlling
person of such 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, each 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-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 1 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF SAINT PAUL, STATE OF MINNESOTA, ON
THE 16TH DAY OF MARCH, 1998.
Green Tree Financial Corporation
By /s/ Scott T. Young
-----------------------------------
SCOTT T. YOUNG
Senior Vice President and
Controller
POWER OF ATTORNEY
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. GOTTESMANN 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 STAATEMENT 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.
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.
SIGNATURE TITLE DATE
/s/ Lawrence M. Coss Chairman of the March 16, 1998
- ------------------------------------ Board and Chief
LAWRENCE M. COSS Executive Officer
(Principal
Executive Officer
and Director)
/s/ Edward L. Finn Executive Vice March 16, 1998
- ------------------------------------ President and
EDWARD L. FINN Chief Financial
Officer (Principal
Financial Officer)
/s/ Scott T. Young Senior Vice March 16, 1998
- ------------------------------------ President and
SCOTT T. YOUNG Controller
(Principal
Accounting
Officer)
/s/ Richard G. Evans Director
- ------------------------------------ March 16, 1998
RICHARD G. EVANS
/s/ W. Max McGee Director
- ------------------------------------ March 16, 1998
W. MAX MCGEE
/s/ Robert S. Nickoloff Director
- ------------------------------------ March 16, 1998
ROBERT S. NICKOLOFF
II-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, GT Capital Trust
I certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on 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, and State of Minnesota on March 16, 1998.
GT CAPITAL TRUST I
By: Green Tree Financial
Corporation, as Depositor
By: /s/ Scott T. Young
----------------------------------
Name:Scott T. Young
Title:Senior Vice President and
Controller
II-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, GT Capital Trust
II certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on 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, and State of Minnesota on March 16, 1998.
GT CAPITAL TRUST II
By: Green Tree Financial
Corporation, as Depositor
By: /s/ Scott T. Young
----------------------------------
Name:Scott T. Young
Title:Senior Vice President and
Controller
II-7
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, GT Capital Trust
III certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on 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, and State of Minnesota on March 16, 1998.
GT CAPITAL TRUST III
By: Green Tree Financial
Corporation, as Depositor
By: /s/ Scott T. Young
----------------------------------
Name:Scott T. Young
Title:Senior Vice President and
Controller
II-8
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, GT Capital Trust
IV certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on 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, and State of Minnesota on March 16, 1998.
GT CAPITAL TRUST IV
By: Green Tree Financial
Corporation, as Depositor
By: /s/ Scott T. Young
----------------------------------
Name:Scott T. Young
Title:Senior Vice President and
Controller
II-9
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*1.1 Form of Underwriting Agreement for Debt Securities
*1.2 Form of Underwriting Agreement for Common Stock
*1.3 Form of Underwriting Agreement for Preferred Stock
*1.4 Form of Underwriting Agreement for Depositary Shares
*1.5 Form of Underwriting Agreement for Preferred Securities
*1.6 Form of Underwriting Agreement for Stock Purchase Contracts and Stock
Purchase Units
4.1 Indenture dated as of September 1, 1992 between Green Tree Financial
Corporation and U.S. Bank Trust National Association (f/k/a First
Trust National Association) (incorporated by reference to Exhibit 4.1
to Registration Statement No. 33-51804)
*4.2 Form of Indenture with respect to Subordinate Debt
*4.3 Form of Senior Debt Security--Fixed Rate Note
*4.4 Form of Senior Debt Security--Variable Rate Note
*4.5 Form of Subordinate Debt Security--Fixed Rate Note
*4.6 Form of Subordinate Debt Security--Variable Rate Note
*4.7 Form of Subordinated Debt Security to be issued to each GT Trust
*4.8 Form of Certificate of Designations with respect to the Preferred
Stock
*4.9 Form of Deposit Agreement with respect to the Depositary Shares
(including the form of Depositary Receipt to be issued thereunder)
*4.10 Form of Stock Purchase Contract
*4.11 Form of Stock Purchase Unit
*4.12 Certificate of Trust of GT Capital Trust I
*4.13 Certificate of Trust of GT Capital Trust II
*4.14 Certificate of Trust of GT Capital Trust III
*4.15 Certificate of Trust of GT Capital Trust IV
*4.16 Declaration of Trust of GT Capital Trust I
*4.17 Declaration of Trust of GT Capital Trust II
*4.18 Declaration of Trust of GT Capital Trust III
*4.19 Declaration of Trust of GT Capital Trust IV
*4.20 Form of Amended and Restated Declaration of Trust for each GT Trust
(including the forms of Preferred Security and Common Security to be
issued thereunder)
*4.21 Form of Guarantee with respect to the Preferred Securities of each GT
Trust
*5.1 Opinion and consent of Dorsey & Whitney LLP as to the validity of the
Debt Securities, Common Stock Preferred Stock, Depositary Shares,
Stock Purchase Contracts, Stock Purchase Units and Guarantees of Green
Tree Financial Corporation
*5.2 Opinion and consent of Richards, Layton & Finger as to the validity of
the Preferred Securities of the GT Trusts
*12 Computation of ratio of earnings to fixed charges for the year ended
December 31, 1997
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
*23.2 Consent of Richards, Layton & Finger (included in Exhibit 5.2)
*23.3 Consent of KPMG Peat Marwick LLP, Independent Auditors
24 Power of Attorney (included on page II-5)
25.1 Form T-1 Statement of Eligibility and Qualification under Trust
Indenture Act of 1939 ("Form T-1") of U.S. Bank Trust National
Association (f/k/a First Trust National Association) as Trustee under
the Indenture with respect to the Senior Debt Securities (incorporated
by reference to Exhibit 25.1 to Registration Statement No. 33-51804)
*25.2 Form T-1 of U.S. Bank Trust National Association (f/k/a First Trust
National Association) as Trustee under the Indenture with respect to
the Subordinated Debt Securities
*25.3 Form T-1 of Wilmington Trust Company as Trustee under the Declaration
of Trust of GT Capital Trust I
*25.4 Form T-1 of Wilmington Trust Company as Trustee under the Declaration
of Trust of GT Capital Trust II
*25.5 Form T-1 of Wilmington Trust Company as Trustee under the Declaration
of Trust of GT Capital Trust III
*25.6 Form T-1 of Wilmington Trust Company as Trustee under the Declaration
of Trust of GT Capital Trust IV
*25.7 Form T-1 of Wilmington Trust Company as Guarantee Trustee under the
Preferred Securities Guarantee of Green Tree Financial Dorporation for
the benefit of holders of Trust Securities of GT Capital Trust I
*25.8 Form T-1 of Wilmington Trust Company as Guarantee Trustee under the
Preferred Securities Guarantee of Green Tree Financial Dorporation for
the benefit of holders of Trust Securities of GT Capital Trust II
*25.9 Form T-1 of Wilmington Trust Company as Guarantee Trustee under the
Preferred Securities Guarantee of Green Tree Financial Dorporation for
the benefit of holders of Trust Securities of GT Capital Trust III
*25.10 Form T-1 of Wilmington Trust Company as Guarantee Trustee under the
Preferred Securities Guarantee of Green Tree Financial Dorporation for
the benefit of holders of Trust Securities of GT Capital Trust IV
</TABLE>
- --------
* To be filed by amendment.
