<PAGE> 1
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): May 8, 2000
ARCADIA FINANCIAL LTD.
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(Exact name of registrant as specified in its charter)
MINNESOTA 0-20526 41-1664848
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
7825 WASHINGTON AVENUE SOUTH, MINNEAPOLIS, MN 55439
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 944-9880
NOT APPLICABLE
------------------------------------------------------------
(Former name or former address, if changed from last report)
<PAGE> 2
2
ITEM 5. OTHER EVENTS.
Arcadia Financial Ltd. (the "Company") today announced that it has
commenced a tender offer (the "Tender Offer") for both tranches of its 11 1/2%
Senior Notes due 2007 (the "Notes"). Under the terms of the Tender Offer, the
Company will purchase the outstanding Notes at a price determined by reference
to a fixed spread of 50 basis points over the yield to maturity of the United
States Treasury 6 1/2% Note due March 31, 2002, plus accrued and unpaid interest
to but excluding the date of payment (the "Purchase Price"). The Purchase Price
includes an amount equal to 2% of the principal amount that will be paid only
for Notes tendered at or prior to a "consent payment deadline" which is expected
to be 5:00 p.m., New York City time, on May 22, 2000.
In connection with the Tender Offer, Arcadia is also seeking consents
to certain proposed amendments to the documents under which the Notes were
issued. The Tender Offer is conditioned upon, among other things, the receipt of
the requisite consents to adopt such proposed amendments.
The Tender Offer will expire at 5:00 p.m., New York City time, on June
6, 2000, unless extended.
On May 8, 2000, the Company issued a press release relating to the
commencement of the Tender Offer. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
20.1 Offer to Purchase and Consent Solicitation Statement, dated May
8, 2000.
20.2 Letter of Transmittal and Consent.
99.1 Press Release of the Company, dated May 8, 2000.
<PAGE> 3
3
SIGNATURES
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.
ARCADIA FINANCIAL LTD.
Dated: May 8, 2000 /s/ James D. Atkinson III
-----------------------------------------------
Name: James D. Atkinson III
Title: Chief Legal Officer and Secretary
<PAGE> 4
4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
20.1 Offer to Purchase and Consent Solicitation Statement, dated May
8, 2000.
20.2 Letter of Transmittal and Consent.
99.1 Press Release of the Company, dated May 8, 2000.
</TABLE>
<PAGE> 1
EXHIBIT 20.1
OFFER TO PURCHASE AND
CONSENT SOLICITATION STATEMENT
$375,000,000
ARCADIA FINANCIAL LTD.
(FORMERLY KNOWN AS OLYMPIC FINANCIAL LTD.)
OFFER TO PURCHASE FOR CASH AND
SOLICITATION OF CONSENTS RELATING TO ITS
$300,000,000 11 1/2% SENIOR NOTES DUE 2007, CUSIP NO. 681593AE9
(THE "FIRST TRANCHE NOTES")
AND
$75,000,000 11 1/2% SENIOR NOTES DUE 2007, CUSIP NO. 039101AA8
(THE "SECOND TRANCHE NOTES" AND, TOGETHER WITH THE FIRST TRANCHE
NOTES, THE "NOTES")
AT A PURCHASE PRICE DETERMINED BY REFERENCE TO A FIXED SPREAD OF 50
BASIS POINTS (THE "FIXED SPREAD") OVER THE YIELD TO MATURITY OF THE
U.S. TREASURY 6 1/2% NOTE DUE MARCH 31, 2002 (THE "UST REFERENCE
SECURITY") ON THE SECOND BUSINESS DAY PRECEDING THE DATE ON WHICH THE
OFFER (AS DEFINED HEREIN) EXPIRES (OF WHICH AN AMOUNT EQUAL TO 2% OF
THE PRINCIPAL AMOUNT OF EACH NOTE PURCHASED WILL CONSTITUTE A CONSENT
PAYMENT THAT WILL BE PAID ONLY FOR NOTES TENDERED PRIOR TO THE CONSENT
PAYMENT DEADLINE REFERRED TO BELOW), PLUS ACCRUED AND UNPAID INTEREST
TO BUT EXCLUDING THE DATE OF PAYMENT OF SUCH PURCHASE PRICE.
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THE CONSENT PAYMENT DEADLINE (I.E., THE TIME BY WHICH HOLDERS MUST TENDER NOTES
IN ORDER TO BE ELIGIBLE TO RECEIVE THE CONSENT PAYMENT) WILL BE 5:00 P.M., NEW
YORK CITY TIME, ON MAY 22, 2000, UNLESS EXTENDED. THE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON JUNE 6, 2000, UNLESS EXTENDED OR EARLIER
TERMINATED.
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A holder validly tendering Notes will, by tendering such Notes, be
consenting to certain amendments to the documents under which the Notes were
issued. The Offer is conditioned upon, among other things, receipt by the
Depositary (as defined herein) of valid and unrevoked consents to those
amendments from the holders of record as of the close of business on May 8,
2000 (such time and date, the "Record Date") of a majority in principal amount
of the First Tranche Notes and a majority in principal amount of the Second
Tranche Notes (the "Consent Condition").
Notes purchased pursuant to the Offer will be paid for in same-day funds
on the first business day after the date on which the Offer expires, or as soon
as practicable thereafter (the "Settlement Date"). Assuming the Offer is not
extended, it is expected that the Settlement Date for the Offer will be June 7,
2000.
None of the Company, the Trustee, the Information Agent, the Dealer
Managers or the Depositary (each as defined herein) makes any recommendation as
to whether or not holders should tender their Notes pursuant to the Offer.
The Dealer Managers for the Offer are:
GOLDMAN, SACHS & CO.
The date of this Offer to Purchase and Consent Solicitation Statement
is May 8, 2000
<PAGE> 2
IMPORTANT
Any holder of Notes ("Holder") desiring to tender Notes should either (a)
complete and sign the Letter of Transmittal and Consent included herewith (the
"Letter of Transmittal and Consent") or a facsimile copy in accordance with the
instructions therein, mail or deliver it and any other required documents to
the Depositary and deliver the certificates for the tendered Notes to the
Depositary (or transfer such Notes pursuant to the book-entry transfer
procedures described herein), (b) request the Holder's broker, dealer,
commercial bank, trust company or other nominee to effect the transaction or
(c) tender through The Depository Trust Company ("DTC") pursuant to DTC's
Automated Tender Offer Program. A Holder with Notes held through a broker,
dealer, commercial bank, trust company or other nominee must contact that
broker, dealer, commercial bank, trust company or other nominee if such Holder
desires to tender those Notes.
Any questions or requests for assistance or for additional copies of this
Offer to Purchase and Consent Solicitation Statement (the "Offer to Purchase"),
the Letter of Transmittal and Consent or related documents may be directed to
the Information Agent at its telephone number set forth on the last page of
this Offer to Purchase. A Holder may also contact the Dealer Managers at their
telephone number set forth on the last page of this Offer to Purchase or such
Holder's broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Offer.
THIS OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL AND CONSENT CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ BEFORE A DECISION IS MADE WITH
RESPECT TO THE OFFER.
---------------------------
No person has been authorized to give any information or to make any
representations other than those contained herein or in the Letter of
Transmittal and Consent and, if given or made, such information or
representations must not be relied upon as having been authorized. This Offer
to Purchase and related documents do not constitute an offer to buy or the
solicitation of an offer to sell Notes or a solicitation of Consents (as
defined herein) in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on behalf of Arcadia Financial Ltd. by the Dealer Managers or
one or more registered brokers or dealers licensed under the laws of such
jurisdiction. Neither the delivery of this Offer to Purchase and related
documents or any purchase of Notes shall, under any circumstances, create any
implication that the information contained herein or therein is current as of
any time subsequent to the date of such information.
AVAILABLE INFORMATION; INCORPORATION BY REFERENCE
Reports and other information filed by Arcadia Financial Ltd. with the
Securities and Exchange Commission (the "Commission") may be inspected and
copied at the public reference facilities of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices
located at Seven World Trade Center, New York, New York 10048 and 500 West
Madison Street, Chicago, Illinois 60661. Copies of such material may be
obtained by mail, upon payment of the Commission's prescribed rates, by writing
to the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of such material may also be obtained from the
website that the Commission maintains at http://www.sec.gov. Arcadia Financial
Ltd. hereby incorporates by reference and makes a part hereof its Annual Report
on Form 10-K for the year ended December 31, 1999 and its Current Report on
Form 8-K dated April 3, 2000. In addition, Arcadia Financial Ltd hereby
incorporates by reference and makes a part hereof, from the date of filing
thereof, all Current Reports on Form 8-K and Quarterly Reports on Form 10-Q
which it files after the date of this Offer to Purchase and prior to the
Expiration Time. Any statement contained in a report incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this Offer
to Purchase to the extent that a statement contained herein or in any
subsequently filed report that is also incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Offer to Purchase.
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<PAGE> 3
THE OFFER
GENERAL
Arcadia Financial Ltd., a Minnesota corporation formerly known as Olympic
Financial Ltd. (the "Company"), hereby offers to purchase for cash all of the
outstanding Notes, upon the terms and subject to the conditions set forth in
this Offer to Purchase and in the related Letter of Transmittal and Consent
(such offer, as it may be amended from time to time, the "Offer"), at a
purchase price per $1,000 principal amount of Notes determined in the manner
described herein by reference to the Fixed Spread over the yield to maturity of
the UST Reference Security on the second business day preceding the date on
which the Offer expires (such purchase price, the "Total Purchase Price"), of
which an amount equal to $20 (i.e., 2% of the principal amount) will constitute
a consent payment per $1,000 principal amount of Notes (a "Consent Payment")
that will be paid only for Notes tendered prior to the Consent Payment
Deadline, plus accrued and unpaid interest to but excluding the Settlement
Date.
On April 3, 2000, Associates First Capital Corporation ("Associates")
acquired all of the stock of the Company and subsequently contributed all of
that stock to its wholly owned subsidiary, Associates Corporation of North
America ("Parent"). The Company and Parent seek to (i) improve the Company's
operating flexibility by eliminating substantially all of the restrictive
covenants and certain other provisions contained in the indenture and first and
second supplemental indentures under which the Notes were issued (such
indenture, as supplemented by such supplemental indentures, being herein
referred to as the "Indenture") and (ii) eliminate the Company's obligations to
file periodic reports with the Commission and to deliver periodic reports to
the trustee for the Notes and the Holders of the Notes. Accordingly, the
Company and Parent determined to make the Offer in order to acquire Notes,
eliminate the associated interest expense and obtain consents ("Consents") from
Holders of Notes to the adoption of certain amendments (the "Amendments") to
the Indenture. The Amendments will be set forth in a third supplemental
indenture (the "Third Supplemental Indenture") that will be executed promptly
after satisfaction of the Consent Condition described on the cover page of this
Offer to Purchase, but the Amendments will not become operative unless and
until validly tendered Notes are purchased pursuant to the Offer. A Holder
validly tendering Notes will, by tendering such Notes, be consenting to the
Amendments. For a discussion of the Amendments, as well as other important
matters that Holders should consider in determining whether to tender their
Notes and grant Consents, see "The Amendments" and "Market and Trading
Information." For a discussion of certain recent events and plans concerning
the Company, see "Recent Events and Plans" below.
The Consent Payment will only be paid as part of the Total Purchase Price
for Notes tendered prior to the Consent Payment Deadline and purchased pursuant
to the Offer. Holders who tender Notes after the Consent Payment Deadline (or
who do not tender their Notes at all) will not receive the Consent Payment. The
"Consent Payment Deadline" will be 5:00 P.M., New York City time, on May 22,
2000, unless extended.
The Offer will expire at 5:00 P.M., New York City time, on June 6, 2000,
unless extended or earlier terminated (such time and date, as it may be
extended, the "Expiration Time"). See "-- Extension, Amendment and
Termination."
The Offer is conditioned upon, among other things, the Consent Condition
described on the cover page of this Offer to Purchase. DTC will authorize DTC
participants for whom DTC or its nominee holds Notes as of the Record Date (as
set forth in a securities position listing of DTC as of the Record Date) to
execute Consents with respect to such Notes as if such participants were the
holders of record of such Notes as of the Record Date; accordingly, such
participants shall be deemed for purposes hereof to be holders of record of
such Notes as of the Record Date and Letters of Transmittal and Consent
executed by such participants or their duly appointed proxies with respect to
such Notes (or Agent's Messages transmitted by DTC in lieu thereof, as
described under "-- Procedure for Tendering Notes" below) shall be deemed to
be valid Consents with respect to such Notes. Because a valid tender of Notes
will constitute the Consent of the tendering Holder to the Amendments, the
Consent Condition will be satisfied if a majority in principal amount of the
First Tranche Notes and a majority in principal amount of the Second Tranche
Notes are validly tendered by the holders of record of such Notes as of the
Record Date and not withdrawn prior to the execution of the Third Supplemental
Indenture.
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<PAGE> 4
Notes purchased pursuant to the Offer will be paid for in same-day funds
on the Settlement Date, which will be the first business day after the date on
which the Offer expires, or as soon as practicable thereafter. See
"--Acceptance for Payment and Payment; Source of Funds."
On April 13, 2000, the Company commenced an unrelated offer to acquire
the Notes on May 11, 2000 at 101% of their principal amount plus accrued
interest to the date of purchase. The Company commenced that offer because the
terms of the documents under which the Notes were issued required it to do so
as a result of Associates' April 3, 2000 acquisition of the Company described
earlier in this section. IT IS HIGHLY LIKELY THAT THE PRICE FOR NOTES IN THAT
OFFER WILL BE SIGNIFICANTLY LOWER THAN THE TOTAL PURCHASE PRICE IN THE OFFER.
HOLDERS WHOSE NOTES ARE PURCHASED PURSUANT TO THAT OFFER WILL NOT BE ENTITLED
TO PARTICIPATE IN THE OFFER AND WILL NOT RECEIVE THE TOTAL PURCHASE PRICE OR
ANY PORTION THEREOF.
TOTAL PURCHASE PRICE
The Total Purchase Price will be calculated in a manner intended to
result in a price on the Settlement Date equivalent to a yield to the first
date on which the Notes may be redeemed at the option of the Company (i.e.
March 15, 2002, which is herein referred to as the "Call Date") equal to the
sum of (a) the yield to maturity (calculated in accordance with standard market
practice) corresponding to the Bid-Side Price of the UST Reference Security on
the second business day preceding the date on which the Offer expires (such
yield, the "UST Reference Yield") and (b) the Fixed Spread (such sum, the
"Tender Offer Yield"). As used herein, the term "Bid-Side Price" of the UST
Reference Security on any day means the bid-side price of the UST Reference
Security as displayed on the Bloomberg Government Pricing Monitor Page PX4 as
of 3:00 P.M., New York City time, on that day (or, if the Dealer Managers
determine that such page is not operational or is displaying inaccurate
information at that time, the bid-side price of the UST Reference Security,
determined at or around 3:00 P.M., New York City time, on that day by such
other means as the Dealer Managers may consider to be appropriate under the
circumstances).
Specifically, the Total Purchase Price will equal (a) the value per
$1,000 principal amount of the Notes, assuming the Notes will be redeemed in
full on the Call Date at the then applicable redemption price of 105.75% of
their principal amount, of all remaining payments of principal thereof and
premium and interest thereon to be made through the Call Date, discounted to
the Settlement Date (in a manner consistent with the methodology underlying the
formula for Total Purchase Price set forth in Annex A hereto) at a discount
rate equal to the Tender Offer Yield, minus (b) accrued and unpaid interest per
$1,000 principal amount of Notes to but excluding the Settlement Date. See
Annex A hereto.
The Total Purchase Price plus accrued interest per $1,000 principal
amount of Notes sold pursuant to the Offer will be rounded to the nearest cent.
The Dealer Managers will determine the applicable Bid- Side Price, the
resulting UST Reference Yield, Tender Offer Yield and Total Purchase Price and
the accrued interest, and their determination will be final and binding, absent
manifest error. The Company will publicly announce the actual Total Purchase
Price promptly after it is determined.
-4-
<PAGE> 5
Assuming a hypothetical Settlement Date of June 7, 2000 and the Bid-Side
Price which would have been in effect had it been measured on May 4, 2000, the
following table sets forth the UST Reference Yield, Tender Offer Yield, Total
Purchase Price and accrued interest per $1,000 principal amount of Notes:
<TABLE>
<CAPTION>
RESULTING HYPOTHETICAL PERCENTAGE OR AMOUNT
PER $1,000 PRINCIPAL AMOUNT OF NOTES*
<S> <C>
UST REFERENCE YIELD 6.806%
TENDER OFFER YIELD 7.306%
TOTAL PURCHASE PRICE $1,118.92**
ACCRUED INTEREST $ 26.19
</TABLE>
- -----------------
* Actual percentages and amounts will differ from those set forth in this
table.
** Of this amount, $20 would constitute a Consent Payment that will only be
paid for Notes tendered prior to the Consent Payment Deadline and
purchased pursuant to the Offer.
Holders may obtain hypothetical quotes of the UST Reference Yield
(calculated as of a then recent time) and the resulting hypothetical Tender
Offer Yield and Total Purchase Price for the Notes prior to the time at which
the actual UST Reference Yield, Tender Offer Yield and Total Purchase Price are
calculated, and may obtain the actual UST Reference Yield, Tender Offer Yield
and Total Purchase Price after such time, by contacting either their Goldman
Sachs Sales Representative or Goldman Sachs toll-free at 800-828-3182. In
addition, information about the Offer will be available from the MCM
"CORPORATEWATCH" Service on Telerate pages 7885 and 7886. Although the Total
Purchase Price will be calculated based solely on the UST Reference Yield
(determined as described above), information regarding the closing yield to
maturity of the UST Reference Security on any trading day may also be found in
The Wall Street Journal and The New York Times.
PROCEDURE FOR TENDERING NOTES
For a Holder to validly tender Notes pursuant to the Offer, a properly
completed and duly executed Letter of Transmittal and Consent (or facsimile
thereof), with any required signature guarantee, or (in the case of a
book-entry transfer) an Agent's Message in lieu of the Letter of Transmittal
and Consent, and any other required documents, must be received by the
Depositary at one of its addresses set forth on the last page of this Offer to
Purchase prior to the Expiration Time (or, for Holders desiring to receive the
Consent Payment, prior to the Consent Payment Deadline). In addition, prior to
the Expiration Time (or, for Holders desiring to receive the Consent Payment,
prior to the Consent Payment Deadline), either (a) certificates for tendered
Notes must be received by the Depositary at such address or (b) such Notes must
be transferred pursuant to the procedures for book-entry transfer described
below (and a confirmation of such tender must be received by the Depositary,
including an Agent's Message if the tendering Holder has not delivered a Letter
of Transmittal and Consent). The term "Agent's Message" means a message,
transmitted by DTC to and received by the Depositary and forming a part of a
book- entry confirmation, which states that DTC has received an express
acknowledgment from the tendering participant, which acknowledgment states that
such participant has received and agrees to be bound by the Letter of
Transmittal and Consent and that the Company may enforce such Letter of
Transmittal and Consent against such participant.
If the Notes are held of record in the name of a person other than the
signer of the Letter of Transmittal and Consent, or if certificates for
unpurchased Notes are to be issued to a person other than the registered
Holder, the certificates must be endorsed or accompanied by appropriate bond
powers, in either case signed exactly as the name of the registered Holder
appears on the certificates, with the signature on the certificates or bond
powers guaranteed as described below.
-5-
<PAGE> 6
Need for Guarantee of Signature. Signatures on a Letter of Transmittal
and Consent must be guaranteed by a recognized participant (a "Medallion
Signature Guarantor") in the Securities Transfer Agents Medallion Program,
unless the Notes tendered thereby are tendered (a) by the registered Holder of
such Notes and that Holder has not completed either of the boxes entitled
"Special Issuance/Delivery Instructions" on the Letter of Transmittal and
Consent, or (b) for the account of a firm that is a member of a registered
national securities exchange or the National Association of Securities Dealers,
Inc. or is a commercial bank or trust company having an office in the United
States (each, an "Eligible Institution").
Book-Entry Delivery of the Notes; Tender through ATOP. Within two
business days after the date of this Offer to Purchase, the Depositary will
establish an account with respect to the Notes at DTC for purposes of the
Offer. Any financial institution that is a participant in the DTC system may
make book- entry delivery of Notes by causing DTC to transfer such Notes into
the Depositary's account in accordance with DTC's procedure for such transfer.
Although delivery of Notes may be effected through book-entry at DTC, the
Letter of Transmittal and Consent (or facsimile thereof), with any required
signature guarantee, or (in the case of a book-entry transfer) an Agent's
Message in lieu of the Letter of Transmittal and Consent, and any other
required documents, must be transmitted to and received by the Depositary prior
to the Expiration Time (or, for Holders desiring to receive the Consent
Payment, at or prior to the Consent Payment Deadline) at one of its addresses
set forth on the last page of this Offer to Purchase. DELIVERY OF SUCH
DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
Holders who are tendering by book-entry transfer to the Depositary's
account at DTC may execute their tender through DTC's Automated Tender Offer
Program ("ATOP") by transmitting their acceptance to DTC in accordance with
DTC's ATOP procedures; DTC will then verify the acceptance, execute a
book-entry delivery to the Depositary's account at DTC and send an Agent's
Message to the Depositary. Delivery of the Agent's Message by DTC will satisfy
the terms of the Offer in lieu of execution and delivery of a Letter of
Transmittal and Consent by the participant identified in the Agent's Message.
Accordingly, the Letter of Transmittal and Consent need not be completed by a
Holder tendering through ATOP.
Withholding Tax. Under federal tax laws, the Depositary may be required
to withhold 31% of the amount of any payments made to certain Holders pursuant
to the Offer. See "Certain Federal Income Tax Consequences" below.
General. The tender of Notes pursuant to the Offer by one of the
procedures set forth above will constitute (a) an agreement between the
tendering Holder and the Company in accordance with the terms and subject to
the conditions of the Offer and (b) the Consent of the tendering Holder to the
Amendments.
The method of delivery of the Letter of Transmittal and Consent,
certificates for Notes and all other required documents is at the election and
risk of the tendering Holder. If a Holder chooses to deliver by mail, the
recommended method is by registered mail with return receipt requested,
properly insured. In all cases, sufficient time should be allowed to ensure
timely delivery.
All questions as to the form of documents and validity, eligibility
(including time of receipt), acceptance for payment and withdrawal of tendered
Notes will be determined by the Company in its sole discretion, and its
determination will be final and binding. The Company reserves the absolute
right to reject any and all tenders of Notes that it determines are not in
proper form or for which the acceptance for payment or payment may, in the
opinion of its counsel, be unlawful. The Company also reserves the absolute
right in its sole discretion to waive any of the conditions of the Offer or any
defect or irregularity in the tender of Notes of any particular Holder, whether
or not similar conditions, defects or irregularities are waived in the case of
other Holders. The Company's interpretation of the terms and conditions of the
Offer (including the instructions in the Letter of Transmittal and Consent)
will be final and binding. None of the Company, the Depositary, the Dealer
Managers, the Information Agent, the Trustee or any other person will be under
any duty to give notice of any defects or irregularities in tenders or any
notices of withdrawal or will incur any liability for failure to give any such
notice.
-6-
<PAGE> 7
WITHDRAWAL OF TENDERS (AND REVOCATION OF CORRESPONDING CONSENTS)
Notes tendered pursuant to the Offer may be withdrawn at any time prior
to the Expiration Time. A valid withdrawal of tendered Notes prior to the
execution of the Third Supplemental Indenture (which will be before the
Expiration Time) will constitute the concurrent valid revocation of (and the
only means of validly revoking) the related Consent. Tendered Notes may not be
withdrawn subsequent to the Expiration Time, and Consents may not be revoked
subsequent to the execution of the Third Supplemental Indenture. If the Offer
is terminated without any Notes being purchased thereunder, the Notes tendered
pursuant thereto will be promptly returned to the tendering Holders.
For a withdrawal of Notes to be effective, a written or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the last page of this Offer to Purchase. The
withdrawal notice must (a) specify the name of the Holder who tendered the
Notes to be withdrawn and, if different, the name of the registered Holder of
such Notes (or, in the case of Notes tendered by book-entry transfer, the name
of the participant for whose account such Notes were tendered and such
participant's account number at DTC to be credited with the withdrawn Notes),
(b) contain a description of the Notes to be withdrawn (including the principal
amount to be withdrawn and, in the case of the Notes tendered by delivery of
certificates rather than book-entry transfer, the certificate numbers thereof)
and (c) be signed by the Holder of such Notes in the same manner as the
original signature on the Letter of Transmittal and Consent, including any
required signature guarantees (or, in the case of Notes tendered by a DTC
participant through ATOP, be signed by such participant in the same manner as
the participant's name is listed on the applicable Agent's Message), or be
accompanied by evidence satisfactory to the Company that the person withdrawing
the tender has succeeded to the beneficial ownership of such Notes. The
signature on the notice of withdrawal must be guaranteed by an Eligible
Institution unless such Notes have been tendered for the account of an Eligible
Institution. If certificates for the Notes to be withdrawn have been delivered
or otherwise identified to the Depositary, a signed notice of withdrawal will
be effective immediately upon receipt by the Depositary of written or facsimile
transmission notice of withdrawal even if physical release is not yet effected.
Withdrawal of tenders of Notes may not be rescinded, and any Notes
properly withdrawn will thereafter be deemed not validly tendered for purposes
of the Offer. Properly withdrawn Notes may, however, be retendered by again
following one of the procedures described in "-- Procedure for Tendering
Notes" above at any time prior to the Expiration Time.
Withdrawals of Notes and revocation of Consents can only be accomplished
in accordance with the foregoing procedures.
CONDITIONS TO THE OFFER
The Offer is conditioned upon satisfaction of the Consent Condition
described on the cover page of this Offer to Purchase, and is also conditioned
upon there not existing (a) in the sole judgment of the Company, any actual or
threatened legal impediment (including a default under an agreement, indenture
or other instrument or obligation to which the Company or one of its affiliates
is party or by which it is bound) to the purchase of Notes pursuant to the
Offer or the effectiveness of the Amendments; or (b) any change or development,
including a prospective change or development, that, in the sole judgment of
the Company, has or may have a material adverse effect on the Company, the
market price of the Notes or the value of the Notes (or the Amendments) to the
Company. The foregoing conditions are for the sole benefit of the Company and
may be asserted by the Company regardless of the circumstances (including any
action or inaction by the Company) giving rise to such condition or may be
waived by the Company in whole or in part at any time and from time to time in
its sole discretion. If any condition to the Offer is not satisfied or waived
by the Company prior to the Expiration Time, the Company reserves the right
(but shall not be obligated), subject to applicable law, (i) to terminate the
Offer and return the Notes tendered pursuant thereto to the tendering Holders,
(ii) to waive all unsatisfied conditions and accept for payment and purchase
all Notes that are validly tendered pursuant thereto (and not withdrawn) prior
to the Expiration Time, (iii) to extend the Offer and retain the Notes that
have been tendered pursuant thereto during the period for which the Offer is
extended or (iv) to amend the Offer.
-7-
<PAGE> 8
ACCEPTANCE FOR PAYMENT AND PAYMENT; SOURCE OF FUNDS
Upon the terms and subject to the conditions of the Offer, the Company
will accept for payment all Notes that are validly tendered pursuant to the
Offer and not validly withdrawn. For purposes of the Offer, the Company will be
deemed to have accepted for payment tendered Notes if, as and when the Company
gives written notice to the Depositary of its acceptance for payment of such
Notes. The Depositary will act as agent for the tendering Holders for the
purpose of receiving payments from the Company and transmitting such payments
to the tendering Holders. Thus, the Company will pay for Notes accepted for
payment pursuant to the Offer by depositing same-day funds with the Depositary
on the first business day after the date on which the Offer expires, or as soon
as practicable thereafter. UNDER NO CIRCUMSTANCES WILL ANY ADDITIONAL INTEREST
BE PAYABLE BY THE COMPANY BECAUSE OF ANY DELAY IN THE TRANSMISSION OF FUNDS
FROM THE DEPOSITARY TO THE TENDERING HOLDERS.
The Company believes that amounts provided by Parent from cash on hand or
available sources of borrowing will be sufficient to pay for all Notes
purchased pursuant to the Offer.
EXTENSION, AMENDMENT AND TERMINATION
The Company expressly reserves the right, at any time or from time to
time, regardless of whether or not the conditions set forth in "Conditions to
the Offer" shall have been satisfied, subject to applicable law, (a) to extend
the Consent Payment Deadline or Expiration Time, (b) to amend the Offer in any
respect or (c) to terminate the Offer prior to the Expiration Time therefor and
return the Notes tendered pursuant thereto, in each case by giving written
notice of such extension, amendment or termination to the Depositary.
There can be no assurance that the Company will exercise its right to
extend the Consent Payment Deadline or Expiration Time. Any extension,
amendment or termination will be followed as promptly as practicable by public
announcement thereof, with the announcement in the case of an extension to be
issued no later than 9 a.m., New York City time, on the first business day
after the previously scheduled Consent Payment Deadline or Expiration Time, as
the case may be. Without limiting the manner in which the Company may choose to
make any public announcement, the Company shall have no obligation to publish,
advertise or otherwise communicate any such public announcement other than by
issuing a release to the Dow Jones News Service.
-8-
<PAGE> 9
THE AMENDMENTS
A Holder validly tendering Notes will, by tendering such Notes, be
consenting to the Amendments to the Indenture described below.
The Amendments will eliminate the Company's reporting obligations under
the Indenture and its obligation to comply with substantially all of the
restrictive covenants contained in the Indenture. The elimination of these
restrictive covenants will permit the Company to, among other things, incur
indebtedness, pay dividends and make other restricted payments, incur liens and
make investments which would otherwise not have been permitted pursuant to the
Indenture. Specifically, the Amendments will, in substance, with respect to the
Notes, (a) eliminate the Company's obligations under Sections 504, 505, 506 and
509 through 519, Article VI and Article XII of the Indenture, (b) eliminate any
default, event of default or other consequence under the Indenture of failing
to comply with the terms of any such Sections or Articles and (c) eliminate as
events of default the events described in Sections 701(v) (cross default),
701(vi) (failure to pay judgments) and 701(ix) (invalidity or unenforceability
of subsidiary guarantees) and, insofar as it relates to any subsidiary of the
Company, the events described in Sections 701(vii) and 701(viii) (bankruptcy
and similar events) of the Indenture.
The Amendments will be set forth in the Third Supplemental Indenture
which will be executed by the Company and the trustee under the Indenture (the
"Trustee") promptly following satisfaction of the Consent Condition. However,
the Third Supplemental Indenture will provide that the Amendments will not
become operative unless and until validly tendered Notes are purchased pursuant
to the Offer. If Notes are not purchased pursuant to the Offer (or if the
Consent Condition is not satisfied), the Amendments will never become
operative.
IF THE OFFER IS CONSUMMATED AND THE AMENDMENTS BECOME EFFECTIVE, THE
AMENDMENTS WILL BE BINDING ON ALL NON-TENDERING HOLDERS OF NOTES. THE
MODIFICATION OR ELIMINATION OF RESTRICTIVE COVENANTS AND OTHER PROVISIONS
PURSUANT TO THE AMENDMENTS WILL PERMIT THE COMPANY TO TAKE ACTIONS THAT WOULD
INCREASE THE CREDIT RISKS WITH RESPECT TO THE COMPANY FACED BY NON-TENDERING
HOLDERS, ADVERSELY AFFECT THE MARKET PRICE OF THE NOTES THAT REMAIN OUTSTANDING
AND OTHERWISE BE ADVERSE TO THE INTERESTS OF NON-TENDERING HOLDERS.
The foregoing is qualified in its entirety by reference to the Indenture
and the form of Third Supplemental Indenture, copies of which can be obtained
without charge from the Information Agent.
-9-
<PAGE> 10
RECENT EVENTS AND PLANS
Prior to completion of Associates' acquisition of the Company on April 3,
2000, Associates conducted, and Associates and Parent plan to continue to
conduct, a detailed review of the Company and its businesses, assets,
liabilities, corporate structure, capitalization, operations, properties,
policies, management and personnel to consider what changes would be desirable
in light of existing and potential future circumstances. As a result of such
review, a decision was made to close the Company's corporate headquarters
office in Minneapolis, Minnesota and to close certain of the Company's regional
buying centers and consolidate operations at its other locations. As of the
date of this Offer to Purchase, the Company has given notices of termination of
employment to approximately 270 Company employees, consisting primarily of
duplicative management, administrative and data entry personnel. Also,
immediately prior to the closing of the acquisition, Associates made a capital
contribution of $100 million to its subsidiary that merged with the Company to
ensure that the Company would be able to meet its working capital needs
following closing of the acquisition. Since completion of the acquisition, the
Company has effected a clean-up call on six of its existing securitization
transactions having an aggregate outstanding principal balance of approximately
$154 million, terminated its two existing warehouse facilities having an
aggregate borrowing capacity of approximately $550 million, issued notices of
intent to redeem approximately $68 million of its unsecured subordinated notes
and repurchased from Associates approximately $800 million aggregate principal
amount of motor vehicle retail installment sales contracts purchased by
Associates from the Company between November 24, 1999 and April 3, 2000
pursuant to the terms of a continuous asset purchase and sale agreement, dated
as of November 12, 1999. Further changes may be implemented.
MARKET AND TRADING INFORMATION
The Notes trade in the over-the-counter market. Prices and trading
volumes of the Notes in the over-the-counter market are not reported and can be
difficult to monitor. Quotations for securities that are not widely traded,
such as the Notes, may differ from actual trading prices and should be viewed
as approximations. Holders are urged to obtain current information with respect
to market prices for the Notes. Although the Company believes that the
over-the-counter trading activity of the Notes is currently limited, to the
extent that Notes are purchased pursuant to the Offer, the trading markets for
the Notes that remain outstanding will become more limited. A debt security
with a smaller outstanding principal amount available for trading (a smaller
"float") may command a lower price than would a comparable debt security with a
greater float. Therefore, the market price for Notes not purchased may be
adversely affected to the extent the amount of Notes purchased pursuant to the
Offer reduces the float of the Notes. The reduced float may also make the
trading price of the Notes more volatile. In addition, upon the effectiveness
of the Amendments, certain covenants and other provisions contained in the
Indenture will be eliminated, which may adversely affect the market prices for
the Notes. There can be no assurance that any trading market will exist for the
Notes following the Offer. The extent of the public market for the Notes
following consummation of the Offer would depend upon the number of Holders
that remain at such time, the interest in maintaining markets in the Notes on
the part of securities firms and other factors.
OTHER PURCHASES OF NOTES
Whether or not the Offer is consummated, the Company or its affiliates
may from time to time acquire Notes, otherwise than pursuant to the Offer,
through open market purchases, privately negotiated transactions, tender
offers, exchange offers or otherwise, upon such terms and at such prices as
they may determine, which may be more or less than the prices to be paid
pursuant to the Offer and could be for cash or other consideration.
-10-
<PAGE> 11
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following summary is a general discussion of certain United States
federal income tax consequences applicable under current law to the sale of
Notes pursuant to the Offer by a "U.S. Holder." For purposes of this Offer to
Purchase, a U.S. Holder is a Holder of Notes that is for United States federal
income tax purposes (a) a citizen or resident of the United States, (b) a
corporation or partnership created or organized under the laws of the United
States or any political subdivision thereof, (c) an estate the income of which
is subject to United States federal income taxation regardless of source or (d)
a trust (x) that is subject to the supervision of a court within the United
States and the control of one or more United States persons as described in
section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the
"Code"), or (y) that has a valid election in effect under applicable United
States Treasury regulations to be treated as a United States person. A
"Non-U.S. Holder" is a Holder that is not a U.S. Holder. This discussion does
not deal with special situations such as those of dealers in securities or
currencies, traders in securities that elect to mark to market, banks,
financial institutions, insurance companies, tax-exempt organizations,
beneficial owners of Notes that are not U.S. Holders, persons holding Notes as
a hedge or who have otherwise hedged the risk of holding Notes, persons holding
Notes as part of a straddle or in connection with a conversion transaction or
persons having a functional currency other than the United States dollar.
Furthermore, this discussion is based on the Code and regulations, rulings and
judicial decisions thereunder as of the date hereof, and such authorities may
be repealed, revoked or modified so as to result in United States federal
income tax consequences different from those discussed below. This discussion
does not describe any tax consequences arising out of the laws of any state or
local or foreign jurisdiction and assumes that the Notes are held as "capital
assets" within the meaning of Section 1221 of the Code.
Sales of Notes pursuant to the Offer by U.S. Holders will be taxable
transactions for United States federal income tax purposes. Subject to the
discussion of the market discount rules and the Consent Payment set forth
below, a U.S. Holder selling Notes pursuant to the Offer will recognize capital
gain or loss in an amount equal to the difference between the amount of cash
received (other than amounts received attributable to accrued interest which
will be taxed as ordinary income) and the U.S. Holder's adjusted tax basis in
the Notes. A U.S. Holder's adjusted tax basis in Notes generally will equal the
cost of the Notes to such U.S. Holder, increased by the amount of interest on
the Notes previously taken into income by the U.S. Holder but not yet received
by the U.S. Holder and by the amount of any market discount previously taken
into income by the U.S. Holder, and reduced by the amount of any amortized bond
premium previously amortized by the U.S. Holder with respect to the Notes.
Capital gain of a non-corporate U.S. Holder is generally subject to a maximum
tax rate of 20% in respect of property held for more than one year. The
deductibility of capital losses is limited.
An exception to the capital gain treatment described above may apply to a
U.S. Holder who purchased a Note at a "market discount." Subject to a statutory
de minimis exception, Notes have market discount if they were purchased at an
amount less than the issue price and less than the stated redemption price at
maturity of the Notes. In general, unless the U.S. Holder has elected to
include market discount in income currently as it accrues, any gain realized by
a U.S. Holder on the sale of Notes having market discount in excess of a de
minimis amount will be treated as ordinary income to the extent of the lesser
of (a) the gain recognized or (b) the portion of the market discount that has
accrued (on a straight-line basis or, at the election of the U.S. Holder, on a
constant yield basis) while such Notes were held by the U.S. Holder.
Although there is no legal authority directly on point, the Consent
Payments may be treated for United States federal income tax purposes as (i)
additional consideration in exchange for the tendered Notes, in which case such
amounts would be taken into account in determining the amount of gain or loss
on the exchange, or (ii) separate consideration for consenting to the
Amendments. The Company intends to take the position that Consent Payments are
additional consideration in exchange for the tendered Notes. In the event that
the Consent Payments are treated as separate consideration for consenting to
the Amendments, U.S. Holders who receive the Consent Payments might be treated
as receiving either (i) additional interest with respect to the Notes or (ii) a
fee for consenting to certain transactions or waiving certain rights. In either
case, such U.S. Holders would recognize ordinary income equal to the amount of
cash received.
-11-
<PAGE> 12
In the case of a U.S. Holder who does not tender its Notes pursuant to
the Offer, the adoption of the Amendments will not cause a deemed exchange of
the Notes because the Amendments do not constitute a significant modification
to the terms of the Notes for U.S. federal income tax purposes as defined in
Treasury Regulation Section 1.1001-3. Accordingly, a U.S. Holder who does not
tender its Notes pursuant to the Offer will not recognize any gain or loss, for
U.S. federal income tax purposes, upon the adoption of the Amendments and will
have the same adjusted tax basis and holding period in the Notes after the
adoption of the Amendments that such U.S. Holder had in the Notes immediately
before such adoption.
Sales of Notes pursuant to the Offer by U.S. Holders generally will be
subject to information reporting requirements. In addition, certain U.S.
Holders who fail to complete the Substitute Form W-9 included in the Letter of
Transmittal and Consent may be subject to backup withholding at a rate of 31%
with respect to payments the U.S. Holder receives pursuant to the Offer. Backup
withholding is not an additional federal income tax. Rather, the federal income
tax liability of persons subject to backup withholding will be offset by the
amount of tax withheld. If backup withholding results in an overpayment of
federal income taxes, a refund may be obtained from the IRS provided the
required information is furnished. Certain U.S. Holders (including, among
others, corporations) are not subject to these backup withholding and reporting
requirements.
ALL HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE
TAX CONSEQUENCES OF THE OFFER IN THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE
APPLICATION OF FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS.
DEALER MANAGERS, INFORMATION AGENT AND DEPOSITARY
The Company has retained Goldman, Sachs & Co. ("Goldman Sachs") to act as
Dealer Managers (the "Dealer Managers"), ChaseMellon Shareholder Services
L.L.C. to act as Information Agent (the "Information Agent") and Norwest Bank
Minnesota, National Association to act as Depositary (the "Depositary") in
connection with the Offer. The Company has agreed to pay the Dealer Managers,
the Information Agent and the Depositary customary fees for their services in
connection with the Offer. The Company has also agreed to reimburse the Dealer
Managers, the Information Agent and the Depositary for their out-of-pocket
expenses (including the fees and disbursements of counsel) and to indemnify
them against certain liabilities, including liabilities under federal
securities laws.
The Dealer Managers, in the ordinary course of their business, make markets
in securities of the Company, including the Notes. As a result, from time to
time, Goldman Sachs may own certain of the Company's securities, including the
Notes.
None of the Dealer Managers, the Information Agent or the Depositary
assume any responsibility for the accuracy or completeness of the information
concerning the Company or its affiliates or the Notes contained in this Offer
to Purchase or for any failure by the Company to disclose events that may have
occurred and may affect the significance or accuracy of such information.
-12-
<PAGE> 13
ANNEX A
FORMULA TO DETERMINE TOTAL PURCHASE PRICE OF NOTES
DEFINITIONS
PRICE = The Total Purchase Price per $1,000 principal amount of
Notes. The Total Purchase Price plus accrued interest is
rounded to the nearest cent.
N = The number of remaining cash payment dates for the Notes
from but excluding the Settlement Date to and including the
Call Date of March 15, 2002.
CFi = The aggregate amount of cash per $1,000 principal amount
scheduled to be paid on the Notes on the "ith" out of the N
remaining cash payment dates for the Notes, assuming for this
purpose that the Notes are redeemed on their Call Date.
Scheduled payments of cash include interest and, on the Call
Date, premium and principal.
YLD = The Tender Offer Yield for the Notes (expressed as a
decimal number). The Tender Offer Yield is the sum of the UST
Reference Yield (as defined in this Offer to Purchase) and
the Fixed Spread (as set forth on the front cover of this
Offer to Purchase).
Di = The number of days from and including the Settlement Date
to but excluding the "ith" out of the N remaining cash
payment dates for the Notes. The number of days is computed
using the 30/360 day count method in accordance with market
convention.
Accrued
Interest = Accrued and unpaid interest per $1,000 principal amount of
the Notes to but excluding the Settlement Date.
/ = Divide. The term immediately to the left of the division
symbol is divided by the term immediately to the right of the
division symbol before any other addition or subtraction
operations are performed.
exp = Exponentiate. The term to the left of the exponentiation
symbol is raised to the power indicated by the term to the
right of the exponentiation symbol.
N Summate. The term to the right of the summation symbol is
[sum] = separately calculated "N" times (substituting for the "i" in
i=1 that term each whole number between 1 and N, inclusive) and
the separate calculations are then added together.
FORMULA TO DETERMINE TOTAL PURCHASE PRICE FOR NOTES
PRICE = N CFI
[sum][---------------------------] - Accrued Interest
i=1 (1 + YLD / 2) exp (Di/180)
<PAGE> 14
In order to tender, a Holder should send or deliver a properly
completed and signed Letter of Transmittal and Consent, certificates for Notes
and any other required documents to the Depositary at one of its addresses set
forth below or tender pursuant to DTC's Automated Tender Offer Program.
The Depositary for the Offer is:
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
<TABLE>
<S> <C> <C>
By Certified or Registered Mail: By Overnight Courier: In Person By Hand Only:
Norwest Bank Minnesota, N.A. Norwest Bank Minnesota, N.A. Norwest Bank Minnesota, N.A.
Corporate Trust Operations Corporate Trust Operations Northstar East Building
MAC N9303-121 MAC N9303-121 608 Second Avenue South
P.O. Box 1517 Sixth Street and Marquette Avenue 12th Floor, Corporate Trust Services
Minneapolis, Minnesota 55480 Minneapolis, Minnesota 55479 Minneapolis, Minnesota 55402
Reference: Arcadia Financial Ltd. Reference: Arcadia Financial Ltd. Reference: Arcadia Financial Ltd.
By Facsimile Transmission
(For Eligible Institutions Only):
612-667-4927
Attention: Corporate Trust Operations
Reference: Arcadia Financial Ltd.
Confirm Facsimile by Telephone:
612-667-9764
Telephone Inquiries: 800-344-5128
</TABLE>
Any questions or requests for assistance or for additional copies of
this Offer to Purchase, the Letter of Transmittal and Consent or related
documents may be directed to the Information Agent at its telephone number set
forth below. A Holder may also contact the Dealer Managers at their telephone
number set forth below or such Holder's broker, dealer, commercial bank, trust
company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
44 Wall Street -- 7th Floor
New York, NY 10005
800-851-9671
The Dealer Managers for the Offer are:
GOLDMAN, SACHS & CO.
Liability Management Group
29th Floor, 85 Broad Street
New York, New York 10004
800-828-3182
<PAGE> 1
EXHIBIT 20.2
LETTER OF TRANSMITTAL AND CONSENT
TO TENDER AND TO CONSENT IN RESPECT OF
11 1/2% SENIOR NOTES DUE 2007, CUSIP NO. 681593AE9 (THE "FIRST TRANCHE NOTES")
AND
11 1/2% SENIOR NOTES DUE 2007, CUSIP NO. 039101AA8 (THE "SECOND TRANCHE NOTES"
AND, TOGETHER WITH THE FIRST TRANCHE NOTES, THE "NOTES")
OF
ARCADIA FINANCIAL LTD.
(FORMERLY KNOWN AS OLYMPIC FINANCIAL LTD.)
PURSUANT TO THE OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT DATED
MAY 8, 2000
The Depositary for the Offer is:
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
<TABLE>
<S> <C> <C>
By Certified or Registered Mail: By Overnight Courier: In Person By Hand Only:
Norwest Bank Minnesota, N.A. Norwest Bank Minnesota, N.A. Norwest Bank Minnesota, N.A.
Corporate Trust Operations Corporate Trust Operations Northstar East Building
MAC N9303-121 MAC N9303-121 608 Second Avenue South
P.O Box 1517 Sixth Street and Marquette Avenue 12th Floor, Corporate Trust Services
Minneapolis, Minnesota 55480 Minneapolis, Minnesota 55479 Minneapolis, Minnesota 55402
Reference: Arcadia Financial Ltd. Reference: Arcadia Financial Ltd. Reference: Arcadia Financial Ltd.
By Facsimile Transmission
(For Eligible Institutions Only):
612-667-4927
Attention: Corporate Trust Operations
Reference: Arcadia Financial Ltd.
Confirm Facsimile by Telephone:
612-667-9764
Telephone Inquiries: 800-344-5128
</TABLE>
- --------------------------------------------------------------------------------
THE CONSENT PAYMENT DEADLINE (I.E., THE TIME BY WHICH HOLDERS MUST TENDER NOTES
IN ORDER TO BE ELIGIBLE TO RECEIVE THE CONSENT PAYMENT) WILL BE 5:00 P.M., NEW
YORK CITY TIME, ON MAY 22, 2000, UNLESS EXTENDED. THE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON JUNE 6, 2000, UNLESS EXTENDED OR EARLIER
TERMINATED.
- --------------------------------------------------------------------------------
DELIVERY OF THIS LETTER OF TRANSMITTAL AND CONSENT TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FAX NUMBER OTHER THAN
AS LISTED ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
Capitalized terms used herein and not defined herein shall have the meaning
ascribed to them in the Offer to Purchase and Consent Solicitation Statement.
This Letter of Transmittal and Consent is to be completed by a Holder
desiring to tender Notes unless such Holder is executing the tender through
DTC's Automated Tender Offer Program ("ATOP"). THIS LETTER OF TRANSMITTAL AND
CONSENT NEED NOT BE COMPLETED BY A HOLDER TENDERING THROUGH ATOP.
FOR A DESCRIPTION OF CERTAIN PROCEDURES TO BE FOLLOWED IN ORDER TO TENDER
NOTES (THROUGH ATOP OR OTHERWISE), SEE "THE OFFER -- PROCEDURE FOR TENDERING
NOTES" IN THE OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT AND THE
INSTRUCTIONS TO THIS LETTER OF TRANSMITTAL AND CONSENT.
<PAGE> 2
TENDER OF NOTES
[ ] CHECK HERE IF CERTIFICATES REPRESENTING TENDERED NOTES ARE ENCLOSED
HEREWITH.
[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution:
----------------------------------------
Account Number:
-------------------------------------------------------
Transaction Code Number:
----------------------------------------------
List below the Notes to which this Letter of Transmittal and Consent
relates. If the space provided is inadequate, list the certificate numbers and
principal amounts on a separately executed schedule and affix the schedule to
this Letter of Transmittal and Consent. Tenders of Notes will be accepted only
in principal amounts equal to $1,000 or integral multiples thereof. No
alternative, conditional or contingent tenders will be accepted.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF NOTES
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) SERIES OF AGGREGATE PRINCIPAL AMOUNT
OR NAME OF DTC PARTICIPANT AND PARTICIPANT'S NOTES (I.E., PRINCIPAL TENDERED AND
DTC ACCOUNT NUMBER IN WHICH NOTES FIRST TRANCHE CERTIFICATE AMOUNT AS TO WHICH
ARE HELD (PLEASE FILL IN BLANK) NOTES OR NUMBER(S)* REPRESENTED CONSENTS ARE GIVEN**
SECOND
TRANCHE
NOTES)
- ---------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL PRINCIPAL AMOUNT OF NOTES
- ---------------------------------------------------------------------------------------------------------------------------------
* Need not be completed by Holders tendering by book-entry transfer.
** Unless otherwise specified, it will be assumed that the entire aggregate principal amount represented by the Notes described
above is being tendered. A tendering Holder is required to Consent to the Amendments with respect to all Notes tendered by
such Holder.
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
If not already printed above, the name(s) and address(es) of the
registered Holder(s) should be printed exactly as they appear on the
certificate(s) representing Notes tendered hereby or, if tendered by a
participant in DTC, exactly as such participant's name appears on a security
position listing as the owner of the Notes.
2
<PAGE> 3
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby (a) tenders to Arcadia Financial Ltd., a Minnesota
corporation (the "Company"), upon the terms and subject to the conditions set
forth in its Offer to Purchase and Consent Solicitation Statement, dated May 8,
2000 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and in
accordance with this Letter of Transmittal and Consent, the principal amount of
Notes of the series indicated in the table above entitled "Description of Notes"
under the column heading "Principal Amount Tendered and as to which Consents are
Given" (or, if nothing is indicated therein, with respect to the entire
aggregate principal amount represented by the Notes described in such table) and
(b) consents, with respect to the aggregate principal amount of such Notes, to
the Amendments to the Indenture under which such Notes were issued described in
the Offer to Purchase and to the execution of the Third Supplemental Indenture
effecting such Amendments. The undersigned acknowledges and agrees that the
tender of Notes made hereby may not be withdrawn, and the consent granted hereby
may not be revoked, except in accordance with the procedures set forth in the
Offer to Purchase. Capitalized terms used herein and not defined herein shall
have the meanings ascribed to them in the Offer to Purchase.
Subject to, and effective upon, the acceptance for purchase of, and payment
for, the principal amount of Notes tendered herewith in accordance with the
terms and subject to the conditions of the Offer, the undersigned hereby (a)
sells, assigns and transfers to, or upon the order of, the Company, all right,
title and interest in and to all of the Notes tendered hereby and (b) waives any
and all other rights with respect to such Notes. The undersigned hereby
irrevocably constitutes and appoints the Depositary the true and lawful agent
and attorney-in-fact of the undersigned (with full knowledge that the Depositary
also acts as the agent of the Company) with respect to such Notes, with full
powers of substitution and revocation (such power of attorney being deemed to be
an irrevocable power coupled with an interest), to (i) present such Notes and
all evidences of transfer and authenticity to, or transfer ownership of such
Notes on the account books maintained by DTC to, or upon the order of, the
Company, (ii) present such Notes for transfer of ownership on the books of the
Company, (iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Notes and (iv) deliver to the Company and the
Trustee this Letter of Transmittal and Consent as evidence of the undersigned's
consent to the Amendments and as certification that the Consent Condition has
been satisfied, all in accordance with the terms and conditions of the Offer as
described in the Offer to Purchase.
If the undersigned is not the registered Holder of the Notes listed in the box
above labeled "Description of Notes" under the column heading "Principal Amount
Tendered and as to which Consents are Given" or such registered Holder's legal
representative or attorney-in-fact (or, in the case of Notes held through DTC,
the DTC participant for whose account such Notes are held), then the undersigned
has obtained a properly completed irrevocable proxy that authorizes the
undersigned (or the undersigned's legal representative or attorney-in-fact) to
deliver a Consent in respect of such Notes on behalf of the Holder thereof, and
such proxy is being delivered with this Letter of Transmittal and Consent.
The undersigned acknowledges and agrees that a tender of Notes pursuant to
any of the procedures described in the Offer to Purchase and in the instructions
hereto and an acceptance of such Notes by the Company will constitute a binding
agreement between the undersigned and the Company upon the terms and subject to
the conditions of the Offer.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Notes tendered
hereby and to give the Consent contained herein, and that when such tendered
Notes are accepted for payment and paid for by the Company pursuant to the
Offer, the Company will acquire good title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim or
right. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Depositary or by the Company to be necessary or
desirable to complete the sale, assignment and transfer of the Notes tendered
hereby, to perfect the undersigned's Consent to the Amendments or to complete
the execution of the Third Supplemental Indenture containing the Amendments.
3
<PAGE> 4
No authority conferred or agreed to be conferred by this Letter of
Transmittal and Consent shall be affected by, and all such authority shall
survive, the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
Unless otherwise indicated herein under "A. Special Issuance/Delivery
Instructions," the undersigned hereby request(s) that any Notes representing
principal amounts not tendered or not accepted for purchase be issued in the
name(s) of, and be delivered to, the undersigned (and, in the case of Notes
tendered by book-entry transfer, by credit to the account of DTC). Unless
otherwise indicated herein under "B. Special Issuance/Delivery Instructions,"
the undersigned hereby request(s) that any checks for payment to be made in
respect of the Notes tendered hereby be issued to the order of, and delivered
to, the undersigned.
In the event that the "A. Special Issuance/Delivery Instructions" box is
completed, the undersigned hereby request(s) that any Notes representing
principal amounts not tendered or not accepted for purchase be issued in the
name(s) of, and be delivered to, the person(s) at the address(es) therein
indicated. The undersigned recognizes that the Company has no obligation
pursuant to the "A. Special Issuance/Delivery Instructions" box to transfer any
Notes from the names of the registered holder(s) thereof if the Company does not
accept for purchase any of the principal amount of such Notes so tendered. In
the event that the "B. Special Issuance/Delivery Instructions" box is completed,
the undersigned hereby request(s) that checks for payment to be made in respect
of the Notes tendered hereby be issued to the order of, and be delivered to, the
person(s) at the address(es) therein indicated.
<TABLE>
<CAPTION>
A. SPECIAL ISSUANCE/DELIVERY
INSTRUCTIONS
(SEE INSTRUCTIONS 1 AND 2)
<S> <C>
To be completed ONLY if Notes in a principal amount not tendered or not accepted
for purchase are to be issued in the name of someone other than the person(s)
whose signature(s) appear(s) within this Letter of Transmittal and Consent or
sent to an address different from that shown in the box entitled "Description of
Notes" within this Letter of Transmittal and Consent.
Name
------------------------------------------------------------
(Please Print)
Address
---------------------------------------------------------
- ----------------------------------------------------------------
(Zip Code)
- ----------------------------------------------------------------
(Tax Identification or Social Security Number)
(See Substitute Form W-9 herein)
B. SPECIAL ISSUANCE/DELIVERY
INSTRUCTIONS
(SEE INSTRUCTIONS 1 AND 2)
To be completed ONLY if checks are to be issued payable to someone other than
the person(s) whose signature(s) appear(s) within this Letter of Transmittal and
Consent or sent to an address different from that shown in the box entitled
"Description of Notes" within this Letter of Transmittal and Consent.
Name
------------------------------------------------------------
(Please Print)
Address
---------------------------------------------------------
- ----------------------------------------------------------------
(Zip Code)
- ----------------------------------------------------------------
(Tax Identification or Social Security Number)
(See Substitute Form W-9 herein)
</TABLE>
4
<PAGE> 5
PLEASE COMPLETE AND SIGN BELOW
(This page is to be completed and signed by all tendering
Holders except Holders executing the tender through DTC's ATOP)
By completing, executing and delivering this Letter of Transmittal and
Consent, the undersigned hereby tenders, and consents to the Amendments (and to
the execution of the Third Supplemental Indenture effecting the Amendments) with
respect to, the principal amount of the Notes of the series listed in the box
above labeled "Description of Notes" under the column heading "Principal Amount
Tendered and as to which Consents are Given" (or, if nothing is indicated
therein, with respect to the entire aggregate principal amount represented by
the Notes described in such box).
Signature(s)
--------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Must be signed by the registered Holder(s) exactly as the name(s)
appear(s) on certificate(s) representing the tendered Notes or, if the Notes are
tendered by a participant in DTC, exactly as such participant's name appears on
a security position listing as the owner of such Notes. If signature is by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, please
set forth the full title and see Instruction 1.)
Dated
---------------------------------------------------------------------------
Name(s)
-------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please Print)
Capacity
------------------------------------------------------------------------
Address
-------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Including Zip Code)
Area Code and
Telephone Number
----------------------------------------------------------------
Tax Identification or
Social Security No.
-------------------------------------------------------------
(REMEMBER TO COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
--------------
MEDALLION SIGNATURE GUARANTEE
(ONLY IF REQUIRED - SEE INSTRUCTIONS 1 AND 2)
Authorized Signature of Guarantor
-----------------------------------------------
Name of Firm
--------------------------------------------------------------------
[Place Seal Here]
5
<PAGE> 6
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Signatures on Letter of Transmittal and Consent, Instruments of Transfer
and Endorsements. If this Letter of Transmittal and Consent is signed by the
registered Holder(s) of the Notes tendered hereby, the signatures must
correspond with the name(s) as written on the face of the certificate(s) without
alteration, enlargement or any change whatsoever. If this Letter of Transmittal
and Consent is signed by a participant in DTC whose name is shown on a security
position listing as the owner of the Notes tendered hereby, the signature must
correspond with the name shown on the security position listing as the owner of
such Notes.
If any of the Notes tendered hereby are registered in the name of two or
more Holders, all such Holders must sign this Letter of Transmittal and Consent.
If any of the Notes tendered hereby are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal and Consent as there are different registrations of
certificates.
If this Letter of Transmittal and Consent or any Notes or instrument of
transfer is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, agent, officer of a corporation or other person acting in a
fiduciary or representative capacity, such person should so indicate when
signing, and proper evidence satisfactory to the Company of such person's
authority to so act must be submitted.
When this Letter of Transmittal and Consent is signed by the registered
Holders of the Notes tendered hereby, no endorsements of Notes or separate
instruments of transfer are required unless payment is to be made, or Notes not
tendered or purchased are to be issued, to a person other than the registered
Holders, in which case signatures on such Notes or instruments of transfer must
be guaranteed by a Medallion Signature Guarantor.
UNLESS THIS LETTER OF TRANSMITTAL AND CONSENT IS SIGNED BY THE REGISTERED
HOLDER(S) OF THE NOTES TENDERED HEREBY (OR BY A PARTICIPANT IN DTC WHOSE NAME
APPEARS ON A SECURITY POSITION LISTING AS THE OWNER OF SUCH NOTES), SUCH NOTES
MUST BE ENDORSED OR ACCOMPANIED BY APPROPRIATE INSTRUMENTS OF TRANSFER, AND BE
ACCOMPANIED BY A DULY COMPLETED PROXY ENTITLING THE SIGNER TO CONSENT WITH
RESPECT TO SUCH NOTES ON BEHALF OF SUCH REGISTERED HOLDER(S) (OR SUCH
PARTICIPANT), AND EACH SUCH ENDORSEMENT, INSTRUMENT OF TRANSFER OR PROXY MUST BE
SIGNED EXACTLY AS THE NAME OR NAMES OF THE REGISTERED HOLDER(S) APPEAR(S) ON THE
NOTES (OR AS THE NAME OF SUCH PARTICIPANT APPEARS ON A SECURITY POSITION LISTING
AS THE OWNER OF SUCH NOTES); SIGNATURES ON EACH SUCH ENDORSEMENT, INSTRUMENT OF
TRANSFER OR PROXY MUST BE GUARANTEED BY A MEDALLION SIGNATURE GUARANTOR, UNLESS
THE SIGNATURE IS THAT OF AN ELIGIBLE INSTITUTION.
2. Signature Guarantees. Signatures on this Letter of Transmittal and
Consent must be guaranteed by a Medallion Signature Guarantor, unless the Notes
tendered hereby are tendered by a registered Holder (or by a participant in DTC
whose name appears on a security position listing as the owner of such Notes)
that has not completed any of the boxes entitled "Special Issuance/Delivery
Instructions" on this Letter of Transmittal and Consent. See Instruction 1.
3. Transfer Taxes. Except as set forth in this Instruction 3, the Company
will pay or cause to be paid any transfer taxes with respect to the transfer and
sale of Notes to it, or to its order, pursuant to the Offer. If payment is to be
made to, or if Notes not tendered or purchased are to be registered in the name
of, any persons other than the registered owners, or if tendered Notes are
registered in the name of any persons other than the persons signing this Letter
of Transmittal and Consent, the amount of any transfer taxes (whether imposed on
the registered Holder or such
6
<PAGE> 7
other person) payable on account of the transfer to such other person will be
deducted from the payment unless satisfactory evidence of the payment of such
taxes or exemption therefrom is submitted.
4. Substitute Form W-9. Each tendering Holder (or other payee) is required
to provide the Depositary with a correct taxpayer identification number ("TIN"),
generally the Holder's Social Security or federal employer identification
number, and with certain other information, on Substitute Form W-9, which is
provided under "Important Tax Information" below, and to certify that the Holder
(or other payee) is not subject to backup withholding. Failure to provide the
information on the Substitute Form W-9 may subject the tendering Holder (or
other payee) to a $50 penalty imposed by the Internal Revenue Service and 31%
federal income tax backup withholding on any payment. The box in Part 3 of the
Substitute Form W-9 may be checked if the tendering Holder (or other payee) has
not been issued a TIN and has applied for a TIN or intends to apply for a TIN in
the near future. If the box in Part 3 is checked and the Depositary is not
provided with a TIN by the time of payment, the Depositary will withhold 31% on
all such payments, if any, until a TIN is provided to the Depositary.
5. Requests for Assistance or Additional Copies. Any questions or requests
for assistance or additional copies of the Offer to Purchase or this Letter of
Transmittal and Consent may be directed to the Information Agent at its
telephone number set forth on the last page of the Offer to Purchase. A Holder
may also contact the Dealer Managers at their telephone number set forth below
on the last page of the Offer to Purchase or such Holder's broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Offer.
7
<PAGE> 8
IMPORTANT TAX INFORMATION
Under federal income tax law, a Holder whose tendered Notes are accepted
for payment is required to provide the Depositary with such Holder's current TIN
on Substitute Form W-9 below, or, alternatively, to establish another basis for
an exemption from backup withholding. If such Holder is an individual, the TIN
is his or her Social Security number. If the Depositary is not provided with the
correct TIN, the Holder or other payee may be subject to a $50 penalty imposed
by the Internal Revenue Service. In addition, any payment made to such Holder or
other payee with respect to Notes purchased pursuant to the Offer may be subject
to 31% backup withholding tax.
Certain Holders (including, among others, all corporations and certain
Non-U.S. Holders) are not subject to these backup withholding and reporting
requirements. Exempt Holders should furnish their TIN, write "Exempt" on the
face of the Substitute Form W-9 and sign, date and return the Substitute Form
W-9. In order for a Non-U.S. Holder to qualify as an exempt recipient, that Non-
U.S. Holder must submit to the Depositary a properly completed Internal Revenue
Service Form W-8 (a "Form W-8"), signed under penalties of perjury, attesting
to that individual's exempt status. A Form W-8 can be obtained from the
Depositary. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional instructions.
If backup withholding applies, the Depositary is required to withhold 31%
of any payment made to the Holder or other payee. Backup withholding is not an
additional tax. Rather, the federal income tax liability of persons subject to
backup withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on any payment made to a Holder or other
payee with respect to Notes purchased pursuant to the Offer, the Holder is
required to notify the Depositary of the Holder's current TIN (or the TIN of any
other payee) by completing the form below, certifying that the TIN provided on
Substitute Form W-9 is correct (or that such Holder is awaiting a TIN), and that
(a) the Holder has not been notified by the Internal Revenue Service that the
Holder is subject to backup withholding as a result of failure to report all
interest or dividends or (b) the Internal Revenue Service has notified the
Holder that the Holder is no longer subject to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The Holder is required to give the Depositary the TIN (e.g., Social
Security number or Employer Identification Number) of the registered owner of
the Notes. If the Notes are registered in more than one name or are not
registered in the name of the actual owner, consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report.
8
<PAGE> 9
<TABLE>
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------
PART 1--PLEASE PROVIDE YOUR TIN IN THE
SUBSTITUTE BOX AT RIGHT AND CERTIFY BY SIGNING
FORM W-9 AND DATING BELOW. ----------------------------
----------------------------
Social Security Number(s)
OR
----------------------------
Employer Identification
Number(s)
-----------------------------------------------------------------------------------
DEPARTMENT OF THE PART 2-- PART 3--
TREASURY, INTERNAL CERTIFICATION-- Under penalties of perjury, I Awaiting TIN [ ]
REVENUE SERVICE certify that:
(1) The number shown on this form is my
correct taxpayer identification number (or
I am waiting for a number to be issued for
me), and
(2) I am not subject to backup withholding
because: (a) I am exempt from backup
withholding, or (b) I have not been
notified by the Internal Revenue Service
(IRS) that I am subject to backup
withholding as a result of a failure to
report all interest or dividends, or (c)
the IRS has notified me that I am no
longer subject to backup withholding.
-----------------------------------------------------------------------------------
PAYER'S REQUEST CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been
FOR TAXPAYER notified by the IRS that you are currently subject to backup withholding because
IDENTIFICATION of underreporting interest or dividends on your tax return.
NUMBER ("TIN")
AND CERTIFICATIONS
Name
---------------------------------------
Address
------------------------------------
(include zip code)
SIGNATURE DATE
-------------------------- --------------------
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50
PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP
WITHHOLDING OF 31% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT
TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9 FOR ADDITIONAL DETAILS.
NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE
BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration office or (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 31%
of all reportable cash payments made to me thereafter will be withheld until I
provide a taxpayer identification number to the payer and that, if I do not
provide my taxpayer identification number within sixty days, such retained
amounts shall be remitted to the IRS as backup withholding.
SIGNATURE DATE
---------------------------------------- ------------------------
9
<PAGE> 10
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER--
Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer Identification Numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE
SOCIAL SECURITY
NUMBER OF--
- --------------------------------------------------------------------------------
<S> <C> <C>
1. Individual The individual
2. Two or more individuals The actual owner of the
(joint account) account or, if combined
funds, the first individual on
the account(1)
3. Husband and wife (joint The actual owner of the
account) account or, if joint funds, the
first individual on the
account(1)
4. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
5. Adult and minor (joint The adult or, if the minor is
account) the only contributor, the
minor(1)
6. Account in the name of The ward, minor, or
guardian or committee incompetent person(3)
for a designated ward,
minor, or incompetent
person
7. a. The usual revocable The grantor-trustee(1)
savings trust
account (grantor is
also trustee)
b. So-called trust The actual owner(1)
account that is not a
legal or valid trust
under State law
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE
EMPLOYER
IDENTIFICATION
NUMBER OF --
- --------------------------------------------------------------------------------
<S> <C> <C>
8. Sole proprietorship account The owner(4)
9. A valid trust, estate, or pension Legal entity (Do not
trust furnish the identifying
number of the
personal
representative or
trustee unless the
legal entity itself is not
designated in the
account title.)(5)
10. Corporate The corporation
11. Religious, charitable, or The organization
educational organization
12. Partnership held in the name of The partnership
the business
13. Association, club or other tax- The organization
exempt organization
14. A broker or registered nominee The broker or
nominee
15. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a State or
local government, school
district or prison) that receives
agricultural program payments.
- --------------------------------------------------------------------------------
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
If only one person on a joint account has a Social Security number,
that person's Social Security number must be furnished.
(2) Circle the minor's name and furnish the minor's Social Security
number.
(3) Circle the ward's, minor's or incompetent person's name and furnish
such person's Social Security number.
(4) You must show your individual name, but you may also enter your
business or "doing business as" name. You may use either your Social
Security number or your Employer Identification Number (if you have
one).
(5) List first and circle the name of the legal trust, estate or pension
trust.
NOTE: If no name is circled when there is more than one name listed, the
number will be considered to be that of the first name listed.
<PAGE> 11
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
o A corporation.
o A financial institution.
o An organization exempt from tax under section 501(a),* an individual
retirement plan or a custodial account under Section 403(b)(7).
o The United States or any agency or instrumentality thereof.
o A State, The District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
o A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
o An international organization or any agency or instrumentality thereof.
o A registered dealer in securities or commodities registered in the U.S.,
the District of Columbia or a possession of the U.S.
o A real estate investment trust.
o A common trust fund operated by a bank under section 584(a).
o An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
o An entity registered at all times under the Investment Company Act of 1940.
o A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
o Payments to nonresident aliens subject to withholding under section 1441.
o Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
o Payments of patronage dividends where the amount renewed is not paid in
money.
o Payments made by certain foreign organizations.
o Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
o Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid
in the course of the payer's trade or business and you have not provided
your correct taxpayer identification number to the payer.
o Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
o Payments described in section 6049(b)(5) to non-resident aliens.
o Payments on tax-free covenant bonds under section 1451.
o Payments made by certain foreign organizations.
o Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045, 6049,
6050A and 6050N, and their regulations.
PRIVACY ACT NOTICE-Section 6109 requires most recipients of dividend, interest,
or other payments to give their correct taxpayer identification numbers to
payers who must report the payments to IRS. The IRS uses the numbers for
identification purposes and to help verify the accuracy of tax returns. The IRS
may also provide this information to the Department of Justice for civil and
criminal litigation and to cities, states and the District of Columbia to carry
out their tax laws. Payers must be given the numbers whether or not recipients
are required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
(4) MISUSE OF TAXPAYER IDENTIFICATION NUMBERS.--If the requester discloses or
uses taxpayer identification numbers in violation of federal law, the requester
may be subject to civil and criminal penalties.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE.
- --------
* Unless otherwise indicated, all section references are to the Internal
Revenue Code of 1986, as amended.
<PAGE> 12
In order to tender, a Holder should send or deliver a properly completed
and signed Letter of Transmittal and Consent, certificates for Notes and any
other required documents to the Depositary at one of its addresses set forth
below or tender pursuant to DTC's Automated Tender Offer Program.
The Depositary for the Offer is:
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
<TABLE>
<CAPTION>
By Certified or Registered Mail: By Overnight Courier: In Person By Hand Only:
<S> <C> <C>
Norwest Bank Minnesota, N.A. Norwest Bank Minnesota, N.A. Norwest Bank Minnesota, N.A.
Corporate Trust Operations Corporate Trust Operations Northstar East Building
MAC N9303-121 MAC N9303-121 608 Second Avenue South
P.O Box 1517 Sixth Street and Marquette Avenue 12th Floor, Corporate Trust Services
Minneapolis, Minnesota 55480 Minneapolis, Minnesota 55479 Minneapolis, Minnesota 55402
Reference: Arcadia Financial Ltd. Reference: Arcadia Financial Ltd. Reference: Arcadia Financial Ltd.
By Facsimile Transmission
(For Eligible Institutions Only):
612-667-4927
Attention: Corporate Trust
Operations
Reference: Arcadia Financial Ltd.
Confirm Facsimile by Telephone:
612-667-9764
Telephone Inquiries: 800-344-5128
</TABLE>
Any questions or requests for assistance or for additional copies of the
Offer to Purchase, this Letter of Transmittal and Consent or related documents
may be directed to the Information Agent at its telephone number set forth
below. A Holder may also contact the Dealer Managers at their telephone number
set forth below or such Holder's broker, dealer, commercial bank, trust company
or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
44 Wall Street -- 7th Floor
New York, NY 10005
800-851-9671
The Dealer Managers for the Offer are:
GOLDMAN, SACHS & CO.
Liability Management Group
29th Floor, 85 Broad Street
New York, New York 10004
800-828-3182
<PAGE> 1
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
ARCADIA FINANCIAL LTD. COMMENCES TENDER OFFER AND
CONSENT SOLICITATION FOR 11 1/2% SENIOR NOTES DUE 2007
MINNEAPOLIS, May 8, 2000 - Arcadia Financial Ltd. today announced that
it has commenced a tender offer for both tranches of its 11 1/2% Senior Notes
Due 2007.
Under the terms of the offer, Arcadia will purchase the outstanding
Notes at a purchase price determined by reference to a fixed spread of 50 basis
points over the yield to maturity of the United States Treasury 6 1/2% Note due
March 31, 2002, plus accrued and unpaid interest to but excluding the date of
payment. The purchase price includes an amount equal to 2% of the principal
amount that will be paid only for Notes tendered at or prior to a "consent
payment deadline" which is expected to be 5:00 p.m., New York City time, on May
22, 2000.
In connection with the offer, Arcadia is also seeking consents to
certain proposed amendments to the documents under which the Notes were issued.
The purpose of the proposed amendments is to eliminate the reporting
requirements and certain restrictive covenants contained in those documents,
thereby affording Arcadia additional financial and operational flexibility. The
offer is conditioned upon, among other things, the receipt of the requisite
consents to adopt such proposed amendments.
The offer will expire at 5:00 p.m., New York City time, on June 6,
2000, unless extended. Payment for tendered Notes will be made in same day funds
on the first business day following expiration of the offer, or as soon
thereafter as practicable.
Goldman, Sachs & Co. will act as Dealer Managers for the offer. The
Information Agent is ChaseMellon Shareholder Services, L.L.C., and the
Depositary is Norwest Bank Minnesota, National Association.
-more-
<PAGE> 2
ARCADIA FINANCIAL LTD. COMMENCES TENDER OFFER AND CONSENT SOLICITATION FOR
11 1/2% SENIOR NOTES DUE 2007
MAY 8, 2000
PAGE TWO
On April 13, 2000, Arcadia commenced an unrelated tender offer to
acquire the Notes on May 11, 2000 at 101% of their principal amount plus accrued
interest to the date of purchase. Arcadia commenced that offer because the terms
of the documents under which the Notes were issued required it to do so as a
result of the acquisition of Arcadia by Associates First Capital Corporation on
April 3, 2000. It is highly likely that the price for the Notes in that offer
will be significantly lower than the total consideration being offered in the
tender offer and consent solicitation commenced today. Holders whose Notes are
purchased in the prior offer will not be entitled to participate in, and will
not receive any of the consideration offered in, the tender offer and consent
solicitation commenced today.
This press release is neither an offer to purchase nor a solicitation
of an offer to sell the Notes. The offer is made only by an Offer to Purchase
and Consent Solicitation Statement dated May 8, 2000. Persons with questions
regarding the offer should contact the Information Agent at 800-851-9671 or the
Dealer Managers at 800-828-3182.
# # #
Contact Information
Media: David Sandor
The Associates
(972) 652-7569
Security Analysts: (972) 652-7294
[email protected]
Shareholders: 1-888-NYSE-AFS
