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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): APRIL 6, 1998
GREEN TREE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 01-08916 41-1807858
(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1100 Landmark Towers
345 St. Peter Street
Saint Paul, Minnesota 55102-1639
(Address of principal executive offices) (Zip Code)
(612) 293-3400
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
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On April 6, 1998, Green Tree Financial Corporation, a Delaware corporation
("Green Tree"), agreed to merge (the "Merger") with a subsidiary of Conseco,
Inc., an Indiana corporation ("Conseco"). The terms of the Merger are set forth
in an Agreement and Plan of Merger (the "Merger Agreement") dated as of April 6,
1998, among Conseco, Marble Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of Conseco, and Green Tree. In the Merger, each share of
Green Tree's common stock, par value $.01 per share ("Green Tree Common Stock"),
will be converted into 0.9165 of a share of Conseco's common stock, no par value
("Conseco Common Stock"). As a result of the Merger, Green Tree will become a
wholly owned subsidiary of Conseco. The Boards of Directors of Conseco and Green
Tree approved the Merger at their respective meetings held on April 6, 1998.
The Merger is intended to constitute a tax-free reorganization under the
Internal Revenue Code of 1986, as amended, and to be accounted for as a pooling
of interest.
Consummation of the Merger is subject to various conditions, including: (i)
receipt of approval by the stockholders of each of Conseco and Green Tree of
appropriate matters relating to the Merger Agreement and the Merger; (ii) the
expiration or termination of applicable waiting periods and the receipt of
requisite regulatory approvals from federal and state regulatory authorities as
necessary; (iii) receipt of opinions of counsel as to the federal tax treatment
of certain aspects of the Merger; (iv) registration of the shares of Conseco
Common Stock to be issued in the Merger under the Securities Act of 1933, as
amended (the "Securities Act"); and (v) satisfaction of certain other
conditions.
The Merger Agreement and the transactions contemplated thereby will be
submitted for approval at the meetings of the stockholders of each of Conseco
and Green Tree. Prior to such meetings, Conseco will file a registration
statement with the Securities and Exchange Commission registering under the
Securities Act the Conseco Common Stock to be issued in the Merger. Such Shares
of Conseco Common Stock will be offered to Green Tree stockholders pursuant to a
prospectus that will also serve as a joint proxy statement for the stockholders'
meetings.
The foregoing summary of the Merger Agreement is qualified in its entirety
by reference to the text of the Merger Agreement, a copy of which is filed as
Exhibit 2.1 hereto and which is incorporated herein by reference.
In connection with the Merger Agreement, Conseco and Green Tree entered
into a Stock Option Agreement (the "Stock Option Agreement") dated as of
April 6, 1998, pursuant to which Green Tree granted to Conseco an irrevocable
option to purchase, under certain circumstances, up to 26,668,399, subject to
certain adjustments, authorized and unissued shares of Green Tree Common Stock
at a price, subject to certain adjustments, of $52.93 per share (the "Conseco
Option"), payable in Conseco Common Stock, cash or a combination of Conseco
Common Stock and cash, in each case at Conseco's option. The Conseco Option, if
exercised, would equal, before giving effect to the
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exercise of the Conseco Option, at least 19.9% of the total number of shares of
Green Tree Common Stock issued and outstanding. The Conseco Option was granted
by Green Tree as a condition and inducement to Conseco's willingness to enter
into the Merger Agreement. Under certain circumstances, Green Tree may be
required to repurchase the Conseco Option.
The foregoing summary of the Stock Option Agreement is qualified in its
entirety by reference to the text of the Stock Option Agreement, a copy of which
is filed as Exhibit 2.2 hereto and which is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
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(a) -- (b) Not applicable.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of April 6, 1998 among Conseco,
Inc., Marble Acquisition Corp, and Green Tree Financial Corporation.*
2.2 Stock Option Agreement dated as of April 6, 1998 by and between
Conseco, Inc. and Green Tree Financial Corporation.*
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* Incorporated by reference to the Current Report on Form 8-K dated
April 6, 1998, filed by Conseco, Inc. with the Commission (File No. 1-9250).
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
GREEN TREE FINANCIAL CORPORATION
DATE: April 9, 1998 By: /s/ Joel H. Gottesman
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Name: Joel H. Gottesman
Title: Senior Vice President
