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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 10, 1997
OLYMPIC 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 jurisdiction (Commission file number) (IRS employer
of incorporation) identification No.)
7825 Washington Avenue South, Minneapolis, Minnesota 55439-2435
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(Address of principal executive offices)
Registrant's telephone number, including area code: (612) 942-9880
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS.
On March 7, 1997, Olympic Financial Ltd. (the "Company") agreed to sell
Units consisting in the aggregate of $300,000,000 principal amount of its
11 1/2% Senior Notes due 2007 (the "Notes") and 300,000 Warrants (the
"Warrants") to purchase an aggregate of 2,052,000 shares of Common Stock, par
value $.01 per share, of the Company, pursuant to an Underwriting Agreement
dated March 7, 1997, among the Company and Donaldson, Lufkin & Jenrette
Securities Corporation, J.P. Morgan Securities Inc. and Bear, Stearns & Co.
Inc. (the "Underwriters"). The Notes will be issued pursuant to an Indenture
dated as of March 12, 1997, between the Company and Norwest Bank Minnesota,
National Association as Trustee, as amended by that certain First
Supplemental Indenture dated as of March 12, 1997, between the Company and
the Trustee. The Warrants will be issued pursuant to a Warrant Agreement
dated as of March 12, 1997, between the Company and Norwest Bank Minnesota,
as Warrant Agent. The Units have been registered under the Securities Act of
1933, as amended, by a registration statement on Form S-3, File No.
333-18027. The terms of the offering of the Units are described in a
Prospectus Supplement dated March 7, 1997, to Prospectus dated March 7, 1997.
In connection with the Prospectus Supplement dated March 7, 1997, to
Prospectus dated March 7, 1997, Dorsey & Whitney LLP delivered to the Company
an opinion dated March 10, 1997, regarding tax matters, a copy of which is
attached as Exhibit 8.1 hereto.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
8.1 Opinion of Dorsey & Whitney LLP dated March 10, 1997, regarding tax
matters.
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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 hereunto duly authorized.
March 11, 1997 OLYMPIC FINANCIAL LTD.
By: /s/ John A. Witham
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John A. Witham
Executive Vice President and Chief
Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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8.1 Opinion of Dorsey & Whitney LLP dated March 10, 1997,
regarding tax matters.
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[Dorsey & Whitney LLP letterhead]
March 10, 1997
Olympic Financial Ltd.
Olympic Financial Center
7825 Washington Avenue South
Minneapolis, Minnesota 55439-2435
Re: Offer and Sale of 300,000 Units consisting in the aggregate of $300,000,000
principal amount of 11-1/2% Senior Notes due 2007 (the "Notes") and 300,000
Warrants (the "Warrants") to purchase an aggregate of 2,052,000 shares of
Common Stock, par value $.01 per share, of the Company
Dear Ladies and Gentlemen:
We have represented Olympic Financial Ltd., a Minnesota corporation
(the "Company") in connection with the proposed public offer and sale of 300,000
Units consisting in the aggregate of $300,000,000 principal amount of 11-1/2%
Senior Notes due 2007 (the "Notes") and 300,000 Warrants (the "Warrants") to
purchase an aggregate of 2,052,000 shares of Common Stock, par value $.01 per
share, of the Company, to be offered and sold pursuant to an Underwriting
Agreement, dated March 7, 1997, among the Company and Donaldson, Lufkin &
Jenrette Securities Corporation, J. P. Morgan Securities Inc. and Bear, Stearns
& Co. Inc., including the preparation of a Prospectus Supplement dated March 7,
1997, to Prospectus dated March 7, 1997, which form a part of the Company's
registration statement on Form S-3, Securities and Exchange Commission File No.
333-18027.
In connection with this opinion, we have examined and are familiar
with originals or copies, certified or otherwise identified to our satisfaction,
of such Prospectus, Prospectus Supplement, registration statement on Form S-3
and such other documents as we have deemed necessary or appropriate.
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We hereby confirm that the discussions in the Prospectus Supplement
under the caption "Certain Federal Income Tax Considerations" are a fair and
accurate summary of the matters addressed therein, based upon current law and
the facts and assumptions stated or referred to therein. In particular, the
material federal income tax consequences to purchasers expected to result from
the purchase, ownership and sale or other taxable disposition of the Units
offered by such Prospectus Supplement, under currently applicable law, are as
described therein. There can be no assurance that contrary positions may not be
taken by the Internal Revenue Service.
We hereby consent to the filing of this opinion as Exhibit 8.1 to a
Current Report on Form 8-K of the Company and to the use of our name under the
caption "Certain Federal Income Tax Considerations" in the Prospectus
Supplement. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act.
Very truly yours,
/s/ Dorsey & Whitney LLP
BJS
