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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 14, 2000
REGISTRATION NO. 333-82281
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ARCADIA RECEIVABLES FINANCE CORP.
(Originator of the Trusts Described Herein)
(Exact name of registrant as specified in its charter)
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DELAWARE 9999 41-1743653
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(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization Classification Code Number)
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290 EAST CARPENTER FREEWAY
7 DECKER
IRVING, TX 75062
(972) 652-4000
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
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MICHAEL J. FORDE, ESQ.
Assistant General Counsel
ASSOCIATES FIRST CAPITAL CORPORATION
250 EAST CARPENTER FREEWAY
IRVING, TX 75062
(972) 652-4000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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COPIES TO:
CHARLES F. SAWYER, ESQ. MICHAEL TARPLEY, ESQ.
Dorsey & Whitney LLP Citibank, N.A.
220 South Sixth Street 425 Park Avenue
Minneapolis, Minnesota 55402 New York, NY 10043
(612) 340-2600 (212) 559-9583
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION
STATEMENT AS DETERMINED BY MARKET CONDITIONS.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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This registration statement also registers an indeterminate amount of
Automobile Receivables-Backed Securities which may be sold by affiliates of the
Registrant, to the extent required.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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STICKER AMENDMENT
From time to time, broker-dealer affiliates of the Registrant may offer
and sell Automobile Receivables-Backed Securities in market-making transactions.
In connection with any such sales, such broker-dealer affiliates will deliver a
copy of the Prospectus Supplement and Prospectus relating to that Trust's
securities, bearing the following "sticker" amendment:
SUPPLEMENT DATED ______________, 2000
ARCADIA AUTOMOBILE RECEIVABLES TRUSTS
AUTOMOBILE RECEIVABLES-BACKED CERTIFICATES
AUTOMOBILE RECEIVABLES-BACKED NOTES
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ARCADIA RECEIVABLES FINANCE CORP.
(SELLER)
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ARCADIA FINANCIAL LTD.
(SERVICER)
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This prospectus may be used by broker-dealer affiliates of Arcadia
Receivables Finance Corp. in connection with offers and sales of the securities
issued by the Trust in market-making transactions at negotiated prices related
to prevailing market prices at the time of sale. Any broker-dealer affiliate of
Arcadia Receivables Finance Corp. may act as principal or agent in such
transactions. No broker-dealer affiliate of Arcadia Receivables Finance Corp.
has any obligation to make a market in any of the outstanding securities and any
broker-dealer affiliate may discontinue its market-making activities at any time
without notice, at its sole discretion.
Each of the broker-dealer affiliates of Arcadia Receivables Finance
Corp. is a member of the National Association of Securities Dealers, Inc. and
may participate in distributions of the outstanding securities issued by the
Trust. Accordingly, the participation of any such entity in the offerings of
outstanding securities issued by the Trust will conform with the requirements
set forth in Rule 2720 of the Conduct Rules of the NASD.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Irving, State of Texas, on the 14th day of
December, 2000.
ARCADIA RECEIVABLES FINANCE CORP
By /s/ Judith L. Leto
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Judith L. Leto
Senior Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
Each person whose signature to this Registration Statement appears below hereby
constitutes and appoints Judith L. Leto and Michael J. Forde, Esq. as his true
and lawful attorneys-in-fact and agent, each with full power of substitution, to
sign on his behalf individually and in the capacity stated below and to perform
any acts necessary to be done in order to file all amendments and post-effective
amendments to this Registration Statement, and any and all instruments or
documents filed as part of or in connection with this Registration Statement or
the amendments thereto and each of the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitutes, shall do
or cause to be done by virtue hereof.
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SIGNATURE NAME AND TITLE DATE
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/s/ Jerry W. Bayless Jerry W. Bayless, December 14, 2000
---------------------------- President, Director
(Principal Executive Officer)
/s/ Judith L. Leto Judith L. Leto, December 14, 2000
--------------------------- Senior Vice President
and Controller
(Principal Financial Officer)
/s/ R. Stephen Nichols R. Stephen Nichols, December 14, 2000
--------------------------- Executive Vice President and
General Counsel, Director
/s/ James W. Parker James W. Parker, December 14, 2000
--------------------------- Director
/s/ Joseph E. Theis Joseph E. Theis, December 14, 2000
--------------------------- Director
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