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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
X Annual Report pursuant to section 13 or 15(d) of the Securities
________ Exchange Act of 1934 for the fiscal year ended December 31, 1999 or
Transition report pursuant to section 13 or 15(d) of the Securities
________ Exchange Act of 1934 for the transition period from ______________
to ___________________.
Commission file number: 333-48141 (no 1934 Act number)
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Exact name of Registrant as specified in its charter:
ARCADIA AUTOMOBILE RECEIVABLES TRUST, 1999-B
State or other jurisdiction of incorporation or organization): Delaware
I.R.S. Employer Identification No.: 41-1743653
Address of principal executive offices:
7825 Washington Avenue So. Minneapolis, Minnnesota 55439-2435
Registrant's telephone number, including area code: (612) 942-9880
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Automobile Receivables-Backed Certificates
Automobile Receivables-Backed Notes
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
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PART I
Item 1. BUSINESS.
The sole business of Arcadia Automobile Receivables Trust, 1999-B (the
"Trust") is to hold the Receivables and to apply the proceeds thereof
to make payments to the Noteholders, as described in the Trust's
Prospectus Supplement (dated June 3, 1999) to Prospectus (dated
June 10, 1998) and the related Registration Statement on Form S-3
(File No. 333-48141).
Item 2. PROPERTIES.
Not applicable.
Item 3. LEGAL PROCEEDINGS.
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
As of December 31, 1999, the Trust had approximately 36 holders of
record of the Notes, computed in accordance with Rule 12g5-1 under
the Securities Exchange Act of 1934, as amended.
Item 6. SELECTED FINANCIAL DATA.
Not applicable.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.
Not applicable.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Not applicable.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
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PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Not applicable.
Item 11. EXECUTIVE COMPENSATION.
Not applicable.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Not applicable.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The Report of Independent Auditors, dated as of February 29,
2000, delivered pursuant to Section 3.11 of the Sale and Servicing
Agreement, dated as of June 1, 1999, is filed herewith.
(b) None.
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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, thereunto duly authorized.
ARCADIA AUTOMOBILE RECEIVABLES TRUST, 1999-B
By ARCADIA FINANCIAL LTD., as Servicer with
respect to Arcadia Automobile Receivables Trust,
1999-A
Dated: March 30, 2000 /s/ John A. Witham
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John A. Witham
Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
Item
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99.1 The Report of Independent Auditors, dated as of February 29, 2000,
delivered pursuant to Section 3.11 of the Sale and Servicing
Agreement, dated as of June 1, 1999.
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REPORT OF INDEPENDENT AUDITORS
Arcadia Financial Ltd.
Board of Directors
We have audited, in accordance with generally accepted auditing standards, the
consolidated balance sheet of Arcadia Financial Ltd. (the Company) as of
December 31, 1999, and the related consolidated statements of operations and
comprehensive income, shareholders' equity, and cash flows for the year then
ended and have issued our report thereon dated February 29, 2000 (which report
expresses an unqualified opinion and includes an explanatory paragraph
concerning the Company's change in its method of accounting for recognition of
sales of asset-backed securities); such financial statements and report thereon
are included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999.
Our audit, referred to in the preceding paragraph, included procedures applied
to the documents, records, and delinquency and loss rates of the Company that we
considered necessary in the circumstances to enable us to express an opinion on
the financial statements referred to above taken as a whole. Because the
procedures performed in connection with our audit do not constitute an audit of
the documents, records and delinquency and loss rates, we do not express an
opinion on those documents, records, or delinquency and loss rates.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
February 29, 2000
