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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A-3
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AMENDMENT NO. 3 TO REGISTRATION STATEMENT
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ARCADIA FINANCIAL LTD.
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(Exact name of registrant as specified in its charter)
MINNESOTA 41-1664848
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(State of incorporation or organization) (I.R.S. Identification No.)
7825 WASHINGTON AVENUE SOUTH,
MINNEAPOLIS, MINNESOTA 55439-2435
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(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Rights to Purchase New York Stock Exchange
Class A Preferred Stock
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. / /
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. / /
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
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(Title of Class)
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Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
The response to Item 1 is hereby amended by adding the following
paragraphs and the attached exhibit.
On November 15, 1999, Arcadia Financial Ltd. (the "Company") executed
Amendment No. 3 to Rights Agreement, dated October 5, 1998 ("Amendment No. 3"),
to Rights Agreement, dated as of November 1, 1996 between the Company and
Norwest Bank Minnesota, N.A., as amended by Amendment No. 1 to Rights Agreement,
dated January 16, 1998, and Amendment No. 2 to Rights Agreement, dated October
5, 1998 (as so amended, the "Rights Agreement") The Rights Agreement, as amended
by Amendment No. 3, sets forth the description and the terms of the rights held
by holders of the Company's common stock, par value $.01 per share, to purchase
one unit initially consisting of one one-hundredth of a share of Preferred Stock
of the Company.
Amendment No. 3 provides that neither Associates First Capital
Corporation, a Delaware corporation ("Associates"), nor AFCC Newco, Inc., a
Minnesota corporation and a wholly-owned subsidiary of Associates ("Sub"), shall
be an Acquiring Person under the Rights Agreement by virtue of (i) the execution
of the Agreement and Plan of Merger dated as of November 12, 1999 among
Associates, Sub and the Company, or (ii) the consummation of the transactions
contemplated therein.
The other provisions of the Rights Agreement continue in full force as
set forth therein and were not affected in any way by Amendment No. 3.
The foregoing description of Amendment No. 3 does not purport to be
complete and is qualified in its entirety by reference to Amendment No. 3, which
is attached hereto as an exhibit and incorporated herein by reference.
Item 2. EXHIBITS.
The following exhibit is filed with this Amendment to Registration
Statement on Form 8-A:
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Exhibit No. Description
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1 Amendment No. 3 to Rights Agreement, dated as of
November 12, 1999, to Rights Agreement, dated as of
November 1, 1996 between the Company and Norwest Bank
Minnesota, National Association (incorporated by
reference to Exhibit 4.1 to the Company's Current
Report on Form 8-K dated November 12, 1999 and filed
November 16, 1999)
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
November 17, 1999 ARCADIA FINANCIAL LTD.
By: /s/ James D. Atkinson III
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James D. Atkinson III
Senior Vice President
