GREEN TREE FINANCIAL CORP
8-K, 1998-08-12
ASSET-BACKED SECURITIES
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                            _______________________


                                   FORM 8-K

                                CURRENT REPORT
                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934



       Date of Report (Date of earliest event reported): August 12, 1998



                       GREEN TREE FINANCIAL CORPORATION
                       --------------------------------
            (Exact name of registrant as specified in its charter)


          Delaware                     333-49933                 41-1807858
- --------------------------------------------------------------------------------
(State or other jurisdiction           (Commission              (IRS employer
     of incorporation)                file number)           identification No.)



 1100 Landmark Towers, 345 St. Peter Street, Saint Paul, Minnesota  55102-1639
 -----------------------------------------------------------------------------
                   (Address of principal executive offices)


Registrant's telephone number, including area code:    (612) 293-3400
                                                    --------------------------

                                Not Applicable
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)


<PAGE>
 
Item 1.    Changes in Control of Registrant.
           -------------------------------- 

           Not applicable.

Item 2.    Acquisition or Disposition of Assets.
           ------------------------------------ 

           Not applicable.

Item 3.    Bankruptcy or Receivership.
           -------------------------  

           Not applicable.

Item 4.    Changes in Registrant's Certifying Accountant.
           ----------------------------------------------

           Not applicable.

Item 5.    Other Events.
           ------------ 

           Not applicable.

Item 6.    Resignations of Registrant's Directors.
           -------------------------------------- 

           Not applicable.

Item 7.    Financial Statements and Exhibits.
           --------------------------------- 

           (a) Financial statements of businesses acquired.

               Not applicable.

           (b) Pro forma financial information.

               Not applicable.

           (c) Exhibits.

               The following is filed herewith.  The exhibit numbers correspond
               with Item 601(b) of Regulation S-K.


                                       2
<PAGE>
 
          Exhibit No.   Description
          -----------   -----------

             99.1       Information with respect to certain manufactured housing
                        installment sale contracts and installment loan
                        agreements to be transferred to the trust formed in
                        connection with the $772,000,000 (Approximate)
                        Manufactured Housing Contract Senior/Subordinate Pass-
                        Through Certificates, Series 1998-6, issued by Green
                        Tree Financial Corporation, as Seller and Servicer.



          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                              GREEN TREE FINANCIAL CORPORATION



                              By: /s/ Joel H. Gottesman
                                  -----------------------------------
                                  Joel H. Gottesman
                                  Senior Vice President, General Counsel 
                                     and Secretary


                                       3
<PAGE>
 
                               INDEX TO EXHIBITS



Exhibit Number                                                         Page
- --------------                                                         ----

     99.1     Information with respect to certain manufactured 
              housing installment sale contracts and installment 
              loan agreements to be transferred to the trust 
              formed in connection with the $772,000,000 
              (Approximate) Manufactured Housing Contract 
              Senior/Subordinate Pass-Through Certificates, 
              Series 1998-6, issued by Green Tree Financial
              Corporation, as Seller and Servicer.


                                       4

<PAGE>
 
EXHIBIT 99.1

                          $772,000,000 (APPROXIMATE)
                         MANUFACTURED HOUSING CONTRACT
                 SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES
                                 SERIES 1998-6
                                        
              INFORMATION REGARDING CERTAIN SUBSEQUENT CONTRACTS
                                        
          In connection with the above-captioned offering to be issued pursuant
to a Pooling and Servicing Agreement dated as of July 1, 1998, the following
sets forth statistical data and certain characteristics with respect to 89.30%
of the Subsequent Contracts which have an aggregate principal balance of
$283,548,744.66 as of the Cut-off Date (the "Contracts"). The following is
provided in addition to the information regarding the Initial Contracts set
forth in the Prospectus Supplement dated July 22, 1998. Capitalized terms
defined herein but not otherwise defined shall have the meanings assigned to
them in the Prospectus Supplement.

          The Contracts have an aggregate principal balance as of the Cut-off
Date of $83,548,744.66. As of the Cut-off Date, a total of 129, or 2.59% by
aggregate principal amount of the Contracts were Land-and-Home Contracts. Of the
Contracts, a total of 255, or 4.11% by aggregate principal amount, are step-up
rate Contracts. The contractual rate of interest (the "Contract Rate") of a 
step-up rate Contract steps up on a particular date from its initial Contract
Rate. A total of 196 step-up rate Contracts, or 3.15% of the Contracts by
aggregate principal amount, provide for two increases in the Contract Rate from
the initial Contract Rate and the remaining step-up rate Contracts provide for a
single increase in the Contract Rate. Of such step-up rate Contracts, all are
still bearing interest at their initial Contract Rate (the period during which
such Contracts bear interest at their initial Contract Rate being referred to
herein as the "Low Rate Period"). During the Low Rate Period, the total amount
and the principal portion of each Scheduled Payment is determined on a basis
that would cause the Contract to be fully amortized over its term if the
Contract were to bear interest during its entire term at its initial Contract
Rate and were to have level payments over its entire term. The total amount and
principal portion of each scheduled payment due after the end of the applicable
Low Rate Period is determined on a basis that would cause the Contract (which
would then be bearing interest at a stepped-up rate) to be fully amortized over
its remaining term on a level-payment basis. Of the Contracts, the Low Rate
Periods for those step-up rate Contracts providing for a single increase in the
Contract Rate will end no earlier than August 1999 and no later than September
1999.  The Contract Rates for such step-up rate Contracts will increase by
either 2.26% or 2.51%.
<PAGE>
 
Of the Contracts, the Low Rate Periods for those step-up rate Contracts
providing for two increases in the Contract Rate will end in June 1999, and the
period with the interim applicable Contract Rate will end in August 1999. The
Contract Rates for such step-up rate Contracts will increase first by 1.25% and
then by an additional 1.25%. The combined increases in scheduled payments for
all step-up rate Contracts range from $14.23 to $307.47 per month. The
statistical information concerning the Contracts which is set forth below, to
the extent it relates to the Contract Rates of the step-up rate Contracts, takes
into account only their Contract Rates as of the Cut-off Date.

          The Contracts were originated between April 1987 and August 1998. Of
the Contracts, approximately 69% of the aggregate principal amount is
attributable to loans to purchase Manufactured Homes which were new and
approximately 31% is attributable to loans to purchase Manufactured Homes which
were used at the time the related Contract was originated. All Contracts have a
Contract Rate of at least 4.25%. The Contracts have remaining maturities, as of
the Date, of at least 24 months but not more than 360 months and original
maturities of at least 24 months but not more than 360 months, and a weighted
average remaining term to scheduled maturity, as of the Cut-off Date, of 292
months. The average remaining principal balance per Contract as of the Cut-off
Date was $33,120.98 and the outstanding principal balances of the Contracts as
of the Cut-off Date ranged from $3,666.43 to $137,597.97. The Obligors on the
Contracts are located in 47 states. The Obligors on approximately 10.62% of the
Contracts by remaining principal balance are located in Texas, 8.20% in Georgia,
7.90% in Alabama, 7.24% in Florida and 5.20% in Michigan. No other state
represented more than 5% of the Contracts. Set forth below is a description of
certain additional characteristics of the Contracts.

                                       2
<PAGE>
 
                  GEOGRAPHICAL DISTRIBUTION CONTRACT OBLIGORS

<TABLE>
<CAPTION>
                                                                AGGREGATE    % OF CONTRACT
                                                                PRINCIPAL       POOL BY
                                             % OF CONTRACT       BALANCE      OUTSTANDING
                              NUMBER OF    POOL BY NUMBER OF   OUTSTANDING     PRINCIPAL
                           CONTRACTS AS OF  CONTRACTS AS OF    AS OF CUT-    BALANCE AS OF
                            CUT-OFF DATE     CUT-OFF DATE       OFF DATE     CUT-OFF DATE
                           --------------- ----------------- --------------- -------------
<S>                        <C>             <C>               <C>             <C>
Alabama.................          680             7.94         22,399,650.21      7.90
Arizona.................          178             2.08          5,913,832.14      2.09
Arkansas................          231             2.70          7,140,081.43      2.52
California..............          240             2.80          8,348,890.45      2.94
Colorado................          201             2.35          7,121,632.85      2.51
Connecticut.............            9              .11            284,845.30       .10
Delaware................           42              .49          1,189,559.04       .42
Florida.................          574             6.70         20,530,771.26      7.24
Georgia.................          659             7.70         23,231,757.07      8.20
Idaho...................           41              .48          1,583,085.32       .56
Illinois................          140             1.64          3,937,008.25      1.39
Indiana.................          229             2.67          6,697,382.39      2.36
Iowa....................          162             1.89          4,721,327.01      1.67
Kansas..................           26              .30          1,046,947.37       .37
Kentucky................          291             3.40          7,798,433.17      2.75
Louisiana...............          222             2.59          6,892,137.71      2.43
Maine ..................           70              .82          2,114,181.94       .75
Maryland................           51              .60          1,542,105.03       .54
Massachusetts...........            9              .11            302,023.14       .11
Michigan................          433             5.06         14,742,815.33      5.20
Minnesota...............          221             2.58          6,576,640.85      2.32
Mississippi.............          251             2.93          7,922,614.08      2.79
Missouri................          157             1.83          4,617,785.33      1.63
Montana.................          108             1.26          3,867,986.10      1.36
Nebraska................           49              .57          1,308,965.96       .46
Nevada..................           71              .83          2,549,491.27       .90
New Hampshire...........           61              .71          1,783,664.77       .63
New Jersey..............            3              .04            119,725.14       .04
New Mexico..............          199             2.32          7,324,941.33      2.58
New York................          144             1.68          4,230,491.58      1.49
North Carolina..........          140             1.64          5,473,868.93      1.93
North Dakota............           55              .64          1,759,422.54       .62
Ohio....................          206             2.41          5,678,252.66      2.00
Oklahoma................          314             3.67         11,408,626.28      4.02
Oregon..................           53              .62          2,303,235.22       .81
Pennsylvania............          126             1.47          4,056,492.66      1.43
South Carolina..........           79              .92          3,278,302.01      1.16
South Dakota............           71              .83          1,871,173.76       .66
Tennessee...............          294             3.43          8,994,555.78      3.17
Texas...................          819             9.57         30,089,824.50     10.62
Utah....................           36              .42          1,665,979.71       .59
Vermont.................           21              .25            665,590.20       .23
Virginia................          158             1.85          4,569,780.79      1.61
Washington..............          112             1.31          4,279,628.55      1.51
West Virginia...........          132             1.54          3,722,803.32      1.31
Wisconsin...............          131             1.53          3,620,598.96      1.28
Wyoming.................           62              .72          2,269,835.97       .80
                               ------           ------       ---------------    ------
**Totals................        8,561           100.00%      $283,548,744.66    100.00%
                               ======           ======       ===============    ======
</TABLE>

                                        3

<PAGE>


                       YEARS OF ORIGINATION OF CONTRACTS

<TABLE>
<CAPTION>
                                                                                               % OF CONTRACT POOL BY
                                                          AGGREGATE PRINCIPAL                  OUTSTANDING PRINCIPAL
                         NUMBER OF CONTRACTS              BALANCE OUTSTANDING                      BALANCE AS OF
YEAR OF ORIGINATION(1)   AS OF CUT-OFF DATE               AS OF CUT-OFF DATE                       CUT OFF DATE
- ----------------------   -------------------              -------------------                  ---------------------
<S>                      <C>                              <C>                                 <C>
1987....................            1                     $     11,903.39                               .00
1988....................            0                                 .00                               .00
1989....................            1                           28,447.62                               .01
1990....................            2                           63,356.27                               .02
1991....................            3                           54,275.96                               .02
1992....................            2                           44,537.47                               .02
1993....................            5                          129,144.88                               .05
1994....................            8                          250,956.02                               .09
1995....................           15                          428,681.38                               .15
1996....................           22                          636,161.95                               .22
1997....................           10                          329,268.98                               .12
1998....................        8,492                      281,572,010.74                             99.30
                               ------                     ---------------                           -------
   Total................        8,561                     $283,548,744.66                            100.00%
                               ======                     ===============                           =======
</TABLE>
- --------
(1) The Contracts shown in the above table with earlier years of origination
    primarily represent Contracts originated by the Company and subsequently
    refinanced through the Company. The Company retains the first origination
    dates on its records with respect to such refinanced Contracts.

               DISTRIBUTION OF ORIGINAL CONTRACT AMOUNTS

<TABLE>
<CAPTION>
                                                                                                           % OF CONTRACT POOL BY
                                                                        AGGREGATE                          OUTSTANDING PRINCIPAL
    ORIGINAL CONTRACT           NUMBER OF CONTRACTS                 BALANCE OUTSTANDING                        BALANCE AS OF
 AMOUNT (IN DOLLARS)(1)U        AS OF CUT-OFF DATE                   AS OF CUT-OFF DATE                          CUT-OFF DATE
- ------------------------        -------------------                 --------------------                    ---------------------
<S>                             <C>                                  <C>                                     <C>
    Less than $10,000.......            352                          $  2,676,317.74                                  .94%
    Between $10,000 and
     $19,999................          1,447                            21,939,831.77                                 7.74
    Between $20,000 and
     $29,999................          2,134                            53,737,438.74                                18.95
    Between $30,000 and
     $39,999................          2,029                            70,207,752.56                                24.75
    Between $40,000 and
     $49,999................          1,269                            56,728,486.56                                20.01
    Between $50,000 and
     $59,999................            849                            46,269,681.93                                16.32
    Between $60,000 and
     $69,999................            388                            24,942,287.08                                 8.80
    Between $70,000 and
     $79,999................             80                             5,805,750.42                                 2.05
    Between $80,000 and
     $89,999................              5                               426,863.12                                  .15
    Between $90,000 and
     $99,999................              6                               563,911.16                                  .20
    Between $100,000 and
     $109,999...............              0                                      .00                                  .00
    Between $110,000 and
     $119,999...............              1                               112,825.61                                  .04
    Between $120,000 and
     $129,999...............              0                                      .00                                  .00
    Between $130,000 and
     $139,999...............              1                               137,597.97                                  .05
                                     ------                          ---------------                               ------
       Total................          8,561                          $283,548,744.66                               100.00%
                                     ======                          ===============                              =======
</TABLE>
- --------
(1) The largest original Contract amount is $137,597,97, which
    represents .05% of the aggregate principal balance of the Subsequent
    Contracts as of the Cut-off Date.

                                       4
<PAGE>
 
          DISTRIBUTION OF ORIGINAL LOAN-TO-VALUE RATIOS OF CONTRACTS
 
<TABLE>
<CAPTION>
                                                                AGGREGATE PRINCIPAL               % OF CONTRACT POOL BY
                                NUMBER OF CONTRACTS             BALANCE OUTSTANDING               OUTSTANDING PRINCIPAL
LOAN-TO-VALUE RATIO (1)         AS OF CUT-OFF DATE              AS OF CUT-OFF DATE              BALANCE AS OF CUT-OFF DATE
- ------------------------        -------------------             -------------------             --------------------------
<S>                             <C>                             <C>                             <C>
Less than 61%................         269                       $  5,929,499.12                         2.09%
   61% to 65%................          93                          2,667,457.41                          .94
   66% to 70%................         145                          3,729,138.58                         1.32
   61% to 75%................         199                          5,857,788.27                         2.07
   61% to 80%................         701                         21,659,887.47                         7.64
   61% to 85%................         837                         26,439,334.98                         9.32
   86% to 90%................       2,889                        101,539,032.22                        35.82
   91% to 95%................       2,743                         91,081,945.09                        32.12
     Over 95%................         685                         24,644,661.52                         8.69
                                  -------                       ---------------                       ------ 
   Total.....................       8,561                       $283,548,744.66                       100.00%
                                  =======                       ===============                       ====== 
</TABLE>

- --------
(1) Rounded to the nearest 1%. The method of calculating loan-to-value ratios
    is described in the Prospectus.
 
                                CONTRACT RATES
 
<TABLE>
<CAPTION>
                                                                AGGREGATE PRINCIPAL                     % OF CONTRACT POOL BY
 RANGE OF CONTRACTS BY          NUMBER OF CONTRACTS             BALANCE OUTSTANDING                     OUTSTANDING PRINCIPAL
     CONTRACT RATE              AS OF CUT-OFF DATE              AS OF CUT-OFF DATE                    BALANCE AS OF CUT-OFF DATE
 ---------------------          -------------------             -------------------                   --------------------------
<S>                             <C>                             <C>                                   <C>
Less   than   5.00001%.......              7                    $    363 896.78                                  .13%
 5.00001% to  6.00000%.......             26                       1,486,618.89                                  .52
 6.00001% to  7.00000%.......            152                       8,219,171.82                                 2.90
 7.00001% to  8.00000%.......            983                      48,304,975.57                                17.04
 8.00001% to  9.00000%.......          1,111                      43,564,966.15                                15.36
 9.00001% to 10.00000%.......          1,537                      58,939,311.49                                20.78
10.00001% to 11.00000%.......          1,628                      53,665,696.99                                18.93
11.00001% to 12.00000%.......          1,610                      40,245,348.41                                14.19
12.00001% to 13.00000%.......            926                      19,686,757.35                                 6.94
13.00001% to 14.00000%.......            406                       7,273,806.51                                 2.57
14.00001% to 15.00000%.......             13                         129,167.03                                  .05
15.00001% to 16.00000%.......            127                       1,323,766.95                                  .47
16.00001% to 17.00000%.......             35                         345,260.72                                  .12
Over 17.00000%                             0                                .00                                  .00
                                      ------                    ---------------                               ------
   Total................               8,561                    $283,548,744.66                               100.00%
                                      ======                    ===============                               ======
</TABLE>
 
                   REMAINING MONTHS TO MATURITY OF CONTRACTS
 
<TABLE>
<CAPTION>
                                                                AGGREGATE PRINCIPAL                   % OF CONTRACT POOL BY
    MONTHS REMAINING            NUMBER OF CONTRACTS             BALANCE OUTSTANDING                   OUTSTANDING PRINCIPAL
   AS OF CUT-OFF DATE           AS OF CUT-OFF DATE              AS OF CUT-OFF DATE                  BALANCE AS OF CUT-OFF DATE
   ------------------           -------------------             -------------------                 --------------------------
<S>                             <C>                             <C>                                 <C>
Less than 31.................             5                     $     38,691.48                                 .01
   31 to  45.................            27                          233,238.11                                 .08
   46 to  60.................           211                        1,982,502.14                                 .70
   61 to  75.................            36                          427,068.37                                 .15
   76 to  90.................            10                          202,742.64                                 .07
   91 to 105.................            69                          963,966.16                                 .32
  106 to 120.................           708                       11,924,859.93                                4.21
  121 to 135.................            28                          711,950.24                                 .26
  136 to 150.................           225                        4,512,213.96                                1.58
  151 to 165.................            45                        1,219,601.54                                 .42
  166 to 180.................         1,413                       32,610,778.45                               11.52
  181 to 195.................            42                        1,533,048.50                                 .51
  196 to 210.................            22                          807,092.19                                 .30
  211 to 225.................            56                        1,827,249.94                                 .65
  226 to 240.................         1,504                       46,690,901.89                               16.48
  241 to 255.................             2                           74,976.56                                 .03
  256 to 270.................            11                          485,460.64                                 .17
  271 to 285.................            13                          473,789.75                                 .17
  286 to 300.................           828                       28,157,859.11                                9.93
  301 to 315.................             2                          107,300.19                                 .04
  316 to 330.................             9                          400,558.30                                 .14
  331 to 345.................            29                        1,337,783.46                                 .47
  346 to 360.................         3,266                      146,825,111.11                               51.78
                                     ------                     ---------------                              ------
   Total.....................         8,561                     $283,548,744.66                              100.00%
                                     ======                     ===============                              ======
</TABLE>

 
                                       5


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