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): November 12, 1998
GREEN TREE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-08916 41-1807858
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
organization)
1100 Landmark Towers
Saint Paul, Minnesota 55102-1639
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(Address of principal executive offices) (Zip Code)
(612) 293-3400
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address,
if changed since last report.)
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GREEN TREE FINANCIAL CORPORATION AND SUBSIDIARIES
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On June 30, 1998, the Registrant was acquired (the "Merger") by Conseco,
Inc. ("Conseco") pursuant to an Agreement and Plan of Merger dated as of
April 6, 1998, as amended, among Conseco, Marble Acquisition Corp., a
Delaware Corporation and a wholly owned subsidiary of Conseco, and the
Registrant. In the Merger, each share of the Registrant's common stock, par
value $.01 per share, was converted into .9165 of a share of Conseco's
common stock, no par value. Conseco issued approximately 124 million shares
of Conseco common stock in exchange for all of the Registrant's common
shares and equivalents. As a result of the Merger, the Registrant became a
wholly owned subsidiary of Conseco. Conseco is a publicly held financial
services holding company that develops, markets and administers
supplemental health insurance, annuity, life insurance, individual and
group major medical insurance and other insurance products.
PricewaterhouseCoopers LLP serves as Conseco's independent accountants. On
November 12, 1998, the Registrant's Board of Directors dismissed KPMG Peat
Marwick LLP and approved the selection of PricewaterhouseCoopers LLP as the
Registrant's independent accountants for the year ending December 31, 1998.
The firm of KPMG Peat Marwick LLP served as the Registrant's independent
accountants for the years ended December 31, 1997 and 1996. KPMG Peat
Marwick LLP issued an unqualified opinion on the Registrant's consolidated
financial statements as of and for the years ended December 31, 1997 and
1996. Such opinion refers to the Company's adoption of the provisions of
Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 125 "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities" in 1997.
(b) There were no disagreements with KPMG Peat Marwick LLP within the meaning
of Instruction 4 to Item 304 of Regulation S-K on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope
or procedure in connection with the audits of the Registrant's financial
statements for the years ended December 31, 1997 and 1996 or for any
subsequent interim period, which disagreements if not resolved to its
satisfaction would have caused KPMG Peat Marwick LLP to make reference to
the subject matter of the disagreement in connection with its reports.
(c) During the two most recent fiscal years and through November 12, 1998, the
Registrant has not consulted with PricewaterhouseCoopers LLP on matters
described in Item 304(a)(2)(i) and (ii) of Regulation S-K.
(d) KPMG Peat Marwick LLP has furnished a letter addressed to the Commission
stating whether it agrees with the statements contained above. A copy of
that letter, dated November 13, 1998, is filed as Exhibit 16.1 to this Form
8-K.
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GREEN TREE FINANCIAL CORPORATION AND SUBSIDIARIES
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ITEM 7(c). EXHIBIT
16.1 Letter of KPMG Peat Marwick LLP to the Securities and Exchange
Commission included herein pursuant to Item 304(a)(3) of Regulation
S-K.
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SIGNATURE
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
DATE: November 12, 1998 By: /s/ ROLLIN M. DICK
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Name: Rollin M. Dick
Title: Executive Vice President
and Chief Financial Officer
November 13, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Green Tree Financial Corporation
and subsidiaries (the "Company") and, under the date of January 27, 1998, except
for Note O which is as of February 13, 1998, we reported on 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. Our report
refers to the Company's adoption of the provisions of Financial Accounting
Standards Board's Statement of Financial Accounting Standards No. 125
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities", in 1997. On November 12, 1998, our appointment as principal
accountants was terminated. We have read the Company's statements included under
Item 4 of its Form 8-K dated November 12, 1998 and are in agreement with the
statements in the last three sentences of paragraph (a), paragraph (b) and
paragraph (d). We have no basis to agree or disagree with other statements of
the registrant contained therein.
Very truly yours,
/s/ KPMG PEAT MARWICK LLP
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