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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 3, 1997
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 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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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to Report on Form 8-K to be signed
on its behalf by the undersigned hereunto duly authorized.
October 7, 1997 ARCADIA FINANCIAL LTD.
By: /s/ James D. Atkinson III
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James D. Atkinson III
Senior Vice President, Corporate
Counsel & Secretary
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INDEX TO EXHIBITS
Exhibit No. Description
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1.1* Underwriting Agreement dated October 3, 1997 between Arcadia
Financial Ltd. and Donaldson, Lufkin & Jennette Securities
Corporation and J.P. Morgan Securities Inc.
8.1 Opinion of Dorsey & Whitney LLP regarding tax matters
(including consent).
23.1* Consent of Ernst & Young LLP.
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 8.1).
99.1* Prospectus Supplement dated October 3, 1997, and Prospectus
dated March 7, 1997.
* previously filed
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[Dorsey & Whitney LLP letterhead]
October 3, 1997
Arcadia Financial Ltd.
Olympic Financial Center
7825 Washington Avenue South
Minneapolis, Minnesota 55439-2435
Re: 11-1/2% Senior Notes due 2007
Dear Ladies and Gentlemen:
We have acted as counsel to Arcadia Financial Ltd., a Minnesota
corporation (the "Company"), in connection with the proposed sale of $75,000,000
principal amount of 11-1/2% Senior Notes due 2007 (the "Notes") of the Company,
to be offered and sold pursuant to a Prospectus Supplement dated October 3, 1997
(the "Prospectus Supplement"), to a Prospectus dated March 7, 1997 (the
"Prospectus"), relating to the Company's registration statement on Form S-3
(File No. 333-18027) (as it became effective, the "Registration Statement").
In connection with this opinion, we have examined and are familiar
with the Prospectus, Prospectus Supplement, Registration Statement and such
other documents as we have deemed necessary or appropriate for purposes of this
opinion.
We hereby confirm that the discussions in the Prospectus Supplement
under the caption "Certain Federal Income Tax Consequences" 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 Notes
offered by such Prospectus Supplement, under currently applicable law, are as
described therein.
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Arcadia Financial Ltd.
October 3, 1997
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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 an exhibit 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 Consequences" 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 of 1933,
as amended.
Very truly yours,
/s/ Dorsey & Whitney LLP
