<PAGE>
Registration No. 333-
-----------
As filed with the Securities and Exchange Commission on June 10, 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
ARCADIA FINANCIAL LTD.
(Exact name of registrant as specified in its charter)
Minnesota 41-1664848
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
--------------------
7825 Washington Avenue South
Minneapolis, Minnesota 55439-2444
(Address, including zip code,
of registrant's principal executive offices)
--------------------
Non-Statutory Stock Option Agreements between
Arcadia Financial Ltd. (formerly Olympic Financial Ltd.) and
Each of Richard A. Greenawalt and Warren Kantor
(Full title of the plan)
--------------------
Richard A. Greenawalt
Arcadia Financial Ltd.
7825 Washington Avenue South
Minneapolis, Minnesota 55439-2435
(612) 942-9880
(Name, address and telephone number,
including area code, of agent for service of process)
--------------------
Copy to:
Richard G. Swanson, Esq.
Dorsey & Whitney LLP
220 South Sixth Street
Minneapolis, Minnesota 55402
--------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Title of Proposed maximum Proposed maximum
securities Amount to be offering price aggregate Amount of
to be registered per share(1) offering price registration
registered fee
- --------------------------------------------------------------------------------
Common stock,
$.01 par value 1,395,160 $14.87 $20,746,029.20 $6,286.68
Common stock,
$.01 par value 200,000 $17.375 $ 3,475,000 $1,053.03
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Calculated pursuant to Rule 457(h).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant incorporates herein by reference the following documents or
portions of documents, as of their respective dates as filed with the Securities
and Exchange Commission:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996;
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997;
(c) The Registrant's Current Reports on Form 8-K dated March 18,
1997, March 12, 1997, March 11, 1997, March 10, 1997, March 7, 1997
and January 14, 1997; and
(d) The description of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form 8-A/A-1 File No. 1-14276.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 302A.521 of the Minnesota Statutes provides that a corporation
shall indemnify any person made or threatened to be made a party to a proceeding
by reason of the former or present official capacity of such person against
judgments, penalties, fines (including, without limitation, excise taxes
assessed against such person with respect to any employee benefit plan),
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan for the same judgments, penalties or
fines; (2) acted in good faith; (3) received no improper personal benefit and
Section 302A.255 (with respect to director conflicts of interest), if
applicable, has been satisfied; (4) in the case of a criminal proceeding, had no
reasonable cause to believe the conduct was unlawful; and (5) in the case of
acts or omissions in such person's official capacity for the corporation,
reasonably believed that the conduct was in the best interests of the
corporation, or in the case of acts or omissions in such person's official
capacity for other affiliated organizations, reasonably believed that the
conduct was not opposed to the best interests of the corporation. Section
302A.521 also requires payment by a corporation, upon written request, of
reasonable expenses in advance of final disposition of the proceeding in certain
instances. A decision as to required indemnification is made by a disinterested
majority of the Board of Directors present at a meeting at which a disinterested
quorum is present, or by a designated committee of the Board, by special legal
counsel, by the shareholders or by a court.
Article 6 of the Registrant's Restated Bylaws, as amended, provides that
directors, officers, employees and agents, past or present, of the Registrant,
and persons serving as such of another corporation or entity at the request of
the Registrant, shall be indemnified by the Registrant for such expenses and
liabilities, in such manner, under such circumstances, and to such extent as
permitted under Minnesota Statutes Section 302A.521.
II-1
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
------ -----------
4.1 Non-Statutory Stock Option Agreement dated March 14,
1997, between the Registrant and Richard A. Greenawalt
(filed herewith)
4.2 Non-Statutory Stock Option Agreement dated August 26,
1996, between the Registrant and Warren Kantor
(incorporated by reference to Exhibit 10.95 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996)
4.3 Non-Statutory Stock Option Agreement dated December 18,
1996, between the Registrant and Warren Kantor
(incorporated by reference to Exhibit 10.96 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996)
4.4 Non-Statutory Stock Option Agreement dated January 29,
1997, between the Registrant and Warren Kantor
(incorporated by reference to Exhibit 10.97 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996)
5.1 Opinion of Dorsey & Whitney LLP (filed herewith)
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP (filed herewith)
24.1 Power of Attorney (included on signature page)
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the
form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the
II-2
<PAGE>
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs A(1)(i) and A(1)(ii) above will not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or other
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Minneapolis, Minnesota on the 9th day of June, 1997.
ARCADIA FINANCIAL LTD.
By /s/Richard A. Greenawalt
-------------------------
Richard A. Greenawalt
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard A. Greenawalt and John A. Witham, or
either of them (with full power to act alone), as his true and lawful
attorneys-in-fact and agents, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated.
Signature Title Date
/s/Richard A. Greenawalt Chief Executive Officer, June 9, 1997
- ------------------------------ President and Director
Richard A. Greenawalt (Principal Executive Officer)
/s/John A. Witham Executive Vice President and June 9, 1997
- ------------------------------ Chief Financial Officer
John A. Witham (Principal Financial Officer)
/s/Brian S. Anderson Senior Vice President, Corporate June 9, 1997
- ------------------------------ Controller and Assistant Secretary
Brian S. Anderson (Principal Accounting Officer)
/s/Scott H. Anderson Director June 9, 1997
- ------------------------------
Scott H. Anderson
/s/A. Mark Berlin, Jr. Director June 9, 1997
- ------------------------------
A. Mark Berlin, Jr.
/s/Lawrence H. Bistodeau Director June 9, 1997
- ------------------------------
Lawrence H. Bistodeau
/s/Robert J. Cresci Director June 9, 1997
- ------------------------------
Robert J. Cresci
/s/James L. Davis Director June 9, 1997
- ------------------------------
James L. Davis
/s/Warren Kantor Director June 9, 1997
- ------------------------------
Warren Kantor
/s/Robert A. Marshall Director June 9, 1997
- ------------------------------
Robert A. Marshall
/s/Frederick W. Zuckerman Director June 9, 1997
- ------------------------------
Frederick W. Zuckerman
II-4
<PAGE>
EXHIBIT INDEX TO
FORM S-8
ARCADIA FINANCIAL LTD.
EXHIBIT
NUMBER DESCRIPTION
------ -----------
4.1 Non-Statutory Stock Option Agreement dated March 14,1997, between
the Registrant and Richard A. Greenawalt (filed herewith)
4.2 Non-Statutory Stock Option Agreement dated August 26, 1996,
between the Registrant and Warren Kantor (incorporated by
reference to Exhibit 10.95 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996)
4.3 Non-Statutory Stock Option Agreement dated December 18, 1996,
between the Registrant and Warren Kantor (incorporated by
reference to Exhibit 10.96 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996)
4.4 Non-Statutory Stock Option Agreement dated January 29, 1997,
between the Registrant and Warren Kantor (incorporated by
reference to Exhibit 10.97 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996)
5.1 Opinion of Dorsey & Whitney LLP (filed herewith)
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP (filed herewith)
24.1 Power of Attorney (included on signature page)
<PAGE>
OLYMPIC FINANCIAL LTD.
NON-STATUTORY STOCK OPTION AGREEMENT
Olympic Financial Ltd., a Minnesota corporation (the "Company"), hereby
grants to Richard A. Greenawalt (the "Optionee"), an option (the "Option") to
purchase a total of 1,200,000 shares of the Common Stock (the "Common Stock") of
the Company (the "Shares"), in accordance with Section 2 of the Employment
Agreement between the Company and the Optionee dated January 6, 1997 (the
"Employment Agreement"). The Option is not being granted under the 1990 Stock
Option Plan (the "Plan") adopted by the Company; however, capitalized terms used
herein and not otherwise defined herein shall have the same meanings ascribed
thereto under the Plan.
1. NATURE OF THE OPTION. This Non-Statutory Stock Option is not intended
to qualify as an Incentive Stock Option as defined in Section 422 of the Code.
2. EXERCISE PRICE. The exercise price is $14.87 for each share of
Common Stock, which price has been set by the Board of Directors of the
Company (the "Board").
3. EXERCISE OF OPTION. The Option shall be exercisable during its term as
follows:
(i) RIGHT TO EXERCISE.
(a) Subject to subsections 3(i)(b), (c) and (d) below, this
Option shall be exercisable cumulatively, to the extend of thirty-three and
three tenths percent (33.3%) of the Shares subject to the Option commencing on
January 29, 1998; an additional thirty-three and three tenths percent (33.3%) of
the Shares subject to the Option commencing on January 29, 1999 and an
additional thirty three and four tenths percent (33.4%) of the Shares subject to
the Option commencing on January 29, 2000. However, as of the date of the
occurrence of the first to occur of any of the following events prior to January
29, 2000, notwithstanding the previous sentence of this subsection 3(i)(a), this
Option shall be exercisable cumulatively to the extent of one hundred percent
(100%) of the Shares subject to the Option regardless of whether otherwise
exercisable by the Optionee:
x) the termination of Optionee's employment by reason of his death
or Disability (as defined in the Employment Agreement);
y) the termination of Optionee's employment by the Company without
Cause (as defined in the Employment Agreement) or by the Optionee
for Good Reason (as defined in the Employment Agreement); or
z) a "Change in Control" of the Company. As used herein the term
"Change of Control" shall mean any transaction or series of
transactions by which the Company shall merge with or consolidate
into any other person or lease or sell substantially all of its
and its subsidiaries' assets (other than
<PAGE>
asset sales in connection with automobile loan securitization
transactions) substantially as an entirety to any other person or
by which any person or group (within the meaning of Rule 13d-5
under the Securities Exchange Act of 1934) acquires, directly or
indirectly, 51% or more of the Company's outstanding common stock
(calculated on a fully diluted basis).
(b) This Option may not be exercised for a fraction of a Share.
(c) In the event of Optionee's death, Disability or other
termination of employment, the exercisability of the Option shall be subject to
the provisions of Sections 7, 8 or 9 below, as applicable.
(ii) METHOD OF EXERCISE. (a) This Option shall be exercisable by
written notice which shall state the election to exercise the Option, and the
number of Shares in respect of which the Option is being exercised. Such
written notice shall be signed by the Optionee and shall be delivered in person
or by certified mail to the Secretary of the Company. The written notice shall
be accompanied by payment of the exercise price. Until certificates for the
Shares are issued to the Optionee, such Optionee shall not have any rights as a
shareholder of the Company.
(b) No Shares will be issued pursuant to the exercise of the Option
unless such issuance and such exercise shall comply with all relevant provisions
of law and the requirements of any stock exchange upon which the Shares may then
be listed. Assuming such compliance, for income tax purposes the Shares shall
be considered transferred to the Optionee on the date on which the Option is
exercised with respect to such Shares.
4. REGISTRATION; ETC. Within a reasonable time after the date hereof,
the Company shall file a registration statement under the Securities Act of
1933, as amended, on Form S-8 with respect to the Shares and shall deliver to
the Optionee a prospectus relating to such Shares meeting the requirements for
use with Form S-8. The Company shall also make any required blue sky filings
and shall cause the Shares to be listed on each securities exchange on which the
Common Stock is listed and traded.
5. METHOD OF PAYMENT. Payment of the exercise price shall be made by (i)
cash; (ii) check; (iii) if authorized by the Board, the surrender of other
shares of Common Stock of the Company which (A) either have been owned by the
Optionee for more than six (6) months on the date of surrender or were not
acquired, directly or indirectly, from the Company and (B) have a fair market
value (as determined in the manner provided under the Plan) on the date of
surrender equal to the exercise price of the Shares as to which the Option is
being exercised; or (iv) any other means approved by the Board.
6. RESTRICTIONS ON EXERCISE. This Option may not be exercised if the
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would
-2-
<PAGE>
constitute a violation of any applicable federal or state securities law or
other law or regulation, including any rule under Part 207 of Title 12 of the
Code of Federal Regulations ("Regulation G") as promulgated by the Federal
Reserve Board. As a condition to the exercise of this Option, the Company may
require Optionee to make any representation and warranty to the Company as may
be required by any applicable law or regulation.
7. TERMINATION OF STATUS AS AN EMPLOYEE. Except as provided in Sections
8 and 9, in the event of termination of Optionee's employment, Optionee may, but
only within eighteen months after the date of such termination (but in no event
later than the date of expiration of the term of this Option as set forth in
Section 11 below), exercise this Option to the extent that he was entitled to
exercise it at the date of such termination. To the extent that Optionee (i)
was not entitled to exercise this Option at the date of such termination, or
(ii) does not exercise this Option within the time specified herein, the Option
shall terminate.
8. DISABILITY OF OPTIONEE. In the event of termination of Optionee's
employment as a result of Disability, he may, but only within one year from
the date of such termination (but in no event later than the date of
expiration of the term of this Option as set forth in Section 11 below),
exercise the Option to the extent he was entitled to exercise it at the date
of such termination. To the extent that Optionee (i) was not entitled to
exercise the Option at the date of termination, or (ii) does not exercise
such Option within the time specified herein, the Option shall terminate.
9. DEATH OF OPTIONEE. In the event of the death of the Optionee:
(i) during the term of this Option and while an employee of the
Company and having been in continuous employment (as determined by the Board)
since the date of grant of the Option, the Option may be exercised, at any time
within one (1) year following the date of death (but in no event later than the
date of expiration of the term of this Option as set forth in Section 11 below),
by Optionee's estate or by a person who acquired the right to exercise the
Option by bequest or inheritance, but only to the extent Optionee was entitled
to exercise the Option at the date of death; or
(ii) within three months after termination of Optionee's
employment, the Option may be exercised, at any time within nine (9) months
following the date of death (but in no event later than the date of expiration
of the term of this Option as set forth in Section 11 below), by Optionee's
estate or by a person who acquired the right to exercise the Option by bequest
or inheritance, but only to the extent Optionee was entitled to exercise the
Option at the date of termination.
10. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred
in any manner otherwise than by will or by the laws of descent or distribution
and may be exercised during the lifetime of Optionee only by him. The terms of
this Option shall be binding upon the Optionee and his personal representatives,
heirs, successors and assigns.
11. TERM OF OPTION. This Option may not be exercised after January 29,
2007, and may be exercised only in accordance with the terms hereof.
-3-
<PAGE>
12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. The number of
shares of Common Stock covered by this Option and the exercise price shall be
proportionately adjusted for any increase or decrease in the number of issued
and outstanding shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of issued shares of
Common Stock effected without receipt of consideration by the Company; provided,
however, that conversion of any convertible securities of the Company shall not
be deemed to have been "effected without receipt of consideration." Such
adjustment shall be made by the Board, whose determination in that respect shall
be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, or options or rights to purchase
shares of stock of any class shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Common Stock
subject to this Option.
In the event of the proposed dissolution or liquidation of the Company, the
Option will terminate immediately prior to the consummation of such proposed
action, unless otherwise provided by the Board. The Board may, in the exercise
of it sole discretion in such instances, declare that the Option shall terminate
as of a date fixed by the Board and give the Optionee the right to exercise the
Option as to all or any part of the Shares. In the event of a Change of Control
of the Company, the Board shall notify the Optionee that the Option shall be
fully exercisable from the date of such notice.
13. SHAREHOLDER APPROVAL. The grant of this Option is specifically
conditioned upon the approval of such grant by the shareholders of the Company
at the Annual Meeting of the shareholders to be held April 28, 1997 and any
adjournment thereof. In the event, the shareholders do not so approve this
Option grant, it shall be void AB INITIO.
DATE OF GRANT: March 14, 1997
OLYMPIC FINANCIAL LTD.
By: /s/ Warren Kantor
------------------------------
Warren Kantor
Chairman
/s/ Richard A. Greenawalt
---------------------------------
Richard A. Greenawalt
-4-
<PAGE>
EXHIBIT 5.1
Arcadia Financial Ltd.
7825 Washington Avenue South
Minneapolis, MN 55439
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Arcadia Financial Ltd., a Minnesota
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 relating to the sale by the Company from time to time of up to 1,595,160
shares of Common Stock, $.01 par value per share, of the Company (the "Shares")
issuable pursuant to awards granted pursuant to certain Non-Statutory Stock
Option Agreements with Richard A. Greenawalt and Warren Kantor (collectively,
the "Options").
We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of the
opinions set forth below.
In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares have
been duly authorized and, upon issuance, delivery and payment therefor in
accordance with the terms of the Options, will be validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
above-described Registration Statement.
Dated: June 9, 1997
Very truly yours,
/s/Dorsey & Whitney LLP
RGS
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Non-Statutory Stock Option Agreements
between Arcadia Financial Ltd. (formerly Olympic Financial Ltd.) and each of
Richard A. Greenawalt and Warren Kantor, of our report dated January 21,
1997, with respect to the consolidated financial statements of Olympic
Financial Ltd. included in its Annual Report (Form 10-K) for the year ended
December 31, 1996 filed with the Securities and Exchange Commission.
/s/ERNST & YOUNG LLP
Minneapolis, Minnesota
June 9, 1997
