Associates First Capital Corp – ‘S-4’ on 2/29/00 – EX-99.2

On:  Tuesday, 2/29/00   ·   As of:  3/1/00   ·   Accession #:  912057-0-9108   ·   File #:  333-31376

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a               204   1.17M 
                          Business-Combination Transaction                       
 2: EX-5        Opinion re: Legality                                   3     12K 
 3: EX-12       Statement re: Computation of Ratios                    1      8K 
 4: EX-23.1     Consent of Experts or Counsel                          1      7K 
 5: EX-23.2     Consent of Experts or Counsel                          1      6K 
 6: EX-24       Power of Attorney                                      2±    12K 
 7: EX-25       Statement re: Eligibility of Trustee                   5     24K 
 8: EX-27       Financial Data Schedule (Pre-XBRL)                     2     10K 
 9: EX-99.2     Miscellaneous Exhibit                                  1      8K 
10: EX-99.3     Miscellaneous Exhibit                                  2     13K 

EX-99.2   —   Miscellaneous Exhibit

EX-99.2
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                                                                EXHIBIT 99.2

CONSENT OF J.P. MORGAN SECURITIES INC.      

We hereby consent to (i) the use of our opinion letter dated          
November 12, 1999 to the Board of Directors of Arcadia Financial Ltd. (the      
"Company") included as Appendix C to the Joint Proxy Statement/Prospectus of    
the Company and Associates First Capital Corporation relating to the proposed   
merger of the Company and Associates First Capital Corporation, and (ii) the    
references to J.P. Morgan and such opinion in such Joint Proxy                  
Statement/Prospectus which forms a part of this Registration Statement on       
Form S-4. In giving such consent, we do not admit that we come within the       
category of persons whose consent is required under Section 7 of the            
Securities Act of 1933, as amended, or the rules and regulations of the         
Securities and Exchange Commission thereunder, nor do we hereby admit that we   
are experts with respect to any part of such Registration Statement within      
the meaning of the term "experts" as used in the Securities Act of 1933, as     
amended, or the rules and regulations of the Securities and Exchange            
Commission thereunder.                                                          

                                             J.P. MORGAN SECURITIES INC.

                                        By: /s/ John P. Mullen
                                                 -------------------------
                                             Name:  John P. Mullen
                                                Title: Managing Director

February 28, 2000                                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-4’ Filing		Date		Other Filings
Filed as of:		3/1/00
Filed on:		2/29/00		4
		2/28/00
		11/12/99		10-Q
				List all Filings