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Prospectus Supplement to Prospectus dated September 30, 1999
[Arcadia logo]
2,052,000 Shares of Common Stock
We are offering 2,052,000 shares of our common stock upon exercise
of 300,000 issued and outstanding warrants. Each of these warrants represents
the right to purchase 6.84 shares of our common stock. The warrants currently
have an exercise price per share of common stock of $11.00. The exercise
price is subject to adjustment as described in this prospectus supplement.
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SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THE ACCOMPANYING
PROSPECTUS TO READ ABOUT SOME FACTORS YOU SHOULD CONSIDER BEFORE BUYING
SHARES OF OUR COMMON STOCK.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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<TABLE>
<S> <C>
Public offering price per share (subject to adjustment) $11.00
Proceeds, before expenses, to Arcadia Financial $22,572,000
</TABLE>
We will not pay any underwriting commissions or commissions on sales
of these shares of our common stock.
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Arcadia Financial Ltd.
7825 Washington Avenue South
Minneapolis, MN 55439
(612) 942-9880
The date of this Prospectus Supplement is September 30, 1999.
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ABOUT THIS PROSPECTUS SUPPLEMENT
We tell you about the shares of common stock listed on the cover of
this prospectus supplement in two separate documents: the accompanying
prospectus, which provides general information, and this prospectus
supplement, which provides more specific information. Prior to purchasing any
shares of our common stock, you should read this prospectus supplement and
the accompanying prospectus together with the additional information
described under the heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
Federal securities law requires us to file various information with
the SEC, including annual, quarterly and special reports, proxy statements
and other information. You can read and copy these documents at the public
reference facility maintained by the SEC at Judiciary Plaza, 450 Fifth
Street, NW, Room 1024, Washington, DC 20549. You can also copy and inspect
these reports, proxy statements and other information at the following
regional offices of the SEC:
New York Regional Office Chicago Regional Office
Seven World Trade Center Citicorp Center
Suite 1300 500 West Madison Street, Suite 1400
New York, NY 10048 Chicago, Illinois 60661
Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. SEC filings are also available to the public on the
SEC's web site at http://www.sec.gov. Our SEC filings are also available at
the offices of the New York Stock Exchange. For further information on
obtaining copies of our public filings at the NYSE, you should call
1-212-656-5060.
This prospectus supplement and the accompanying prospectus are part
of a registration statement we filed with the SEC (Registration No.
333-85353), which is also available at the SEC locations listed above and on
the SEC's web site.
The SEC allows us to "incorporate by reference" the information we
file with the SEC, which means that we can disclose important information to
you by referring you to those documents. The information that we incorporate
by reference is considered to be part of this prospectus supplement and the
accompanying prospectus, and later information that we file with the SEC will
automatically update and supersede the information in this prospectus
supplement and the accompanying prospectus. We incorporate by reference the
documents listed below and any future filings made with the SEC under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the
termination of the offering of the shares of common stock listed on the cover
of this prospectus supplement:
a. Annual Report on Form 10-K for the year ended December 31, 1998,
filed March 24, 1999;
b. Current Report on Form 8-K dated March 5, 1999, filed March 8, 1999;
c. Quarterly Report on Form 10-Q for the quarter ended March 31, 1999,
filed May 14, 1999;
d. Current Report on Form 8-K dated May 21, 1999, filed May 21, 1999;
e. the description of our common stock contained in our registration
statement on Form 8-A filed March 22, 1996; and
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f. the description of our Rights Agreement contained on our
registration statement on Form 8-A filed on November 7, 1996,
as amended by those amendments to our registration statement
on Form 8-A filed January 20, 1998, and October 8, 1998.
If any statement in one of these documents is inconsistent with a statement
in this prospectus supplement, the accompanying prospectus or another
document incorporated by reference, the statement in the document having the
later date modifies or supersedes the earlier statement.
You may request a free copy of any of the above filings by writing
or calling:
Arcadia Financial Ltd.
7825 Washington Avenue South
Minneapolis, MN 55439
Attention: Secretary
(612) 942-9880
You should rely only on the information incorporated by reference or
provided in this prospectus supplement and the accompanying prospectus. We
have not authorized anyone else to provide you with information that is
different. You should not assume that the information in this prospectus
supplement or the accompanying prospectus is accurate as of any date other
than the date on the cover page of the document in question.
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DESCRIPTION OF WARRANTS
We issued the warrants under a warrant agreement between us and
Norwest Bank Minnesota, National Association. The following section of this
prospectus supplement summarizes the material provisions of the warrant
agreement and the warrants. Because this is a summary, it does not contain
all of the details found in the warrant agreement and the warrants.
If you would like additional information, you should read the
warrant agreement and the form of warrant, which we have filed with the SEC.
You may also obtain a copy of the warrant agreement and the form of warrant
without charge by writing to Arcadia Financial Ltd., 7825 Washington Avenue
South, Minneapolis, Minnesota 55439-2435, Attention: Secretary.
To the extent of any inconsistency, the terms described below
supersede the terms of the warrants described under the caption "Description
of Securities Warrants" in the accompanying prospectus.
GENERAL
Each warrant, when exercised, will entitle the holder to receive
6.84 shares of our common stock at an exercise price of $11.00 per share. The
exercise price and the number of shares issuable upon exercise of the
warrants are both subject to adjustment in those circumstances described
below. The warrants entitle the holders to purchase a total of 2,052,000
shares of our common stock.
The warrants are currently exercisable and, unless exercised, will
expire at 5:00 p.m. New York City time, on March 15, 2007. The exercise and
transfer of the warrants will be subject to applicable federal and state
securities laws.
The warrants may be exercised by surrendering the warrant
certificates, properly completed and signed, to us together with payment of
the exercise price. Payment may be in cash or by certified or official bank
check. Once this has been done, we will deliver or cause to be delivered, to
or upon the written order of the holder, stock certificates representing the
appropriate number of whole shares of our common stock. If less than all of
the warrants represented by the warrant certificate are to be exercised, we
will issue or cause to be issued a new warrant certificate for the remaining
warrants.
We will not issue any fractional shares of our common stock upon
exercise of warrants. Instead, we will pay to the holder of a warrant at the
time of exercise cash equal to the current market value of any fractional
share of common stock less a corresponding fraction of the exercise price.
ADJUSTMENTS
The number of shares of common stock purchasable upon exercise of
the warrants and the exercise price will be subject to adjustment under
various circumstances, including if we:
- issue dividends or other distributions on our common stock
that are payable in common stock;
- subdivide, combine or reclassify our common stock;
- issue to all holders of our common stock rights, options or
warrants entitling them to subscribe for common stock or
securities convertible into, or exchangeable or exercisable
for, common stock within sixty (60) days after the record date
for the issuance of rights, options or warrants at an offering
price (or with an initial conversion, exchange or exercise
price plus the offering price) which is less than the current
market price per share of our common stock;
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- distribute to all holders of our common stock any of our
assets, including cash, debt securities, preferred stock or
any rights or warrants to purchase any of these securities,
other than those rights and warrants referred to above;
- issue shares of our common stock for a consideration per share
less than the current market price per share, other than
securities issued in transactions referred to above;
- issue securities convertible into or for our common stock for
a conversion or exchange price less than the current market
price for a share of our common stock, other than securities
issued in transactions referred to above; and
- take various other actions that could have the effect of
depriving holders of the warrants of the benefit of all or a
portion of their purchase rights under the warrants.
We will not have to make any adjustments for issuances of securities for less
than the current market price if we do so in a transaction that qualifies for
one of the exemptions in the warrant agreement. These exemptions include the
following types of transactions:
- bona fide public offerings and private placements to persons
that are not our affiliates; and
- the issuance of shares of our common stock, and options
exercisable for shares of our common stock, to our employees
and directors under bona fide employee benefit plans in an
aggregate amount not to exceed 10% of our common stock
outstanding at March 12, 1997.
We will not make any adjustments in the exercise price and the
number of shares of common stock covered by a warrant for regular quarterly
or other periodic or recurring cash dividends or distributions to the extent
that they are paid from retained earnings.
We will not make any adjustments in the exercise price unless the
adjustment would require an increase or decrease of at least 1% in the
exercise price. However, any adjustment that is not made will be carried
forward and taken into account in any subsequent adjustment.
For purposes of determining whether we need to make adjustments to
the warrants, the current market price of our common stock will be the
average of the last reported sales price for our common stock on the New York
Stock Exchange for 30 consecutive trading days beginning 45 trading days
before the relevant date.
We may at any time reduce the exercise price to any amount that is
not less than the par value of our common stock. We may make this reduction
available for any period of time, but not less than twenty business days,
that our Board of Directors deems appropriate.
In the case of some consolidations or mergers, or the sale of all or
substantially all of our assets to another corporation, each warrant will
become exercisable for the right to receive the kind and amount of shares of
stock or other securities or property to which the holder would have been
entitled as a result of the consolidation, merger or sale if the warrants had
been exercised immediately prior to the transaction.
REGISTRATION
We have agreed to use our best efforts to maintain the effectiveness
of our existing shelf registration statement, which currently covers the
issuance of shares of our common stock upon the exercise of the warrants, or
to file and maintain another effective shelf registration statement, until 30
days after March 15, 2007.
Holders of warrants will be able to exercise the warrants only if:
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- a registration statement relating to the shares of our common
stock to be issued upon exercise is then in effect or if the
issuance of those shares of our common stock is exempt from
the registration requirements of the federal securities act;
and
- those shares of common stock are qualified for sale or exempt
from qualification under the applicable securities laws of
those states in which the holders of the warrants reside.
If, at any time, we have not met these requirements, then until we have met
them we will be unable to issue and sell shares of our common stock upon
exercise of the warrants.
PLAN OF DISTRIBUTION
We are offering the shares of common stock listed on the cover of
this prospectus supplement from time to time to holders of the warrants upon
exercise of the warrants. This offer is made at the exercise price of $11.00
per share, subject to adjustment to that price as described above.
We estimate our expenses in connection with the sale of these
shares of common stock at $5,000.
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