<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
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): January 8, 1998
ARCADIA FINANCIAL LTD.
--------------------------------------------------
(Exact name of registrant as specified in its charter)
Minnesota 0-20526 41-1664848
- ---------------------------- ------------------------ ------------------
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification No.)
7825 Washington Avenue South, Minneapolis, Minnesota 55439-2435
---------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (612) 942-9880
--------------------------
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
1
<PAGE>
Item 5. OTHER EVENTS.
On October 28, 1996, the Board of Directors of Arcadia Financial Ltd. (the
"Company") adopted the Arcadia Financial Ltd. Shareholder Rights Plan, as
evidenced by the Rights Agreement, dated as of November 1, 1996 (the "Rights
Agreement") between the Company and Norwest Bank Minnesota, N.A. (All terms not
otherwise defined below shall have the meanings ascribed to them in the Rights
Agreement.) The Rights Agreement sets forth the description and the terms of
the rights held by holders of the Company's common stock, par value $.01 per
share (the "Common Stock"), to purchase one unit initially consisting of one
one-hundredth of a share of Preferred Stock of the Company.
Section 1(a) of the Rights Agreement provides that any Person who or which,
together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 15% or more of the Common Stock then outstanding shall be an
"Acquiring Person" for purposes of the Rights Agreement. Such Section further
provides that no Person shall become an "Acquiring Person" if the Board of
Directors of the Company determines in good faith that a Person who would
otherwise be an "Acquiring Person" has become such inadvertently, and such
Person divests as promptly as practicable a sufficient number of shares of
Common Stock so that such Person would no longer be an Acquiring Person.
On January 8, 1998, The Crabbe Huson Group, Inc. ("Crabbe Huson") filed a
Form 13G with the Securities and Exchange Commission announcing its ownership of
an aggregate of 6,420,000 shares of the Common Stock, which constituted 16.8% of
the Common Stock then outstanding. The Company's management contacted Crabbe
Huson, which confirmed orally and in writing that Crabbe Huson had exceeded the
15% ownership threshold inadvertently and that it was willing to, and intended
to, divest itself of a sufficient number of shares of Common Stock to reduce its
holdings below the 15% level as promptly as practicable. On the basis of this
information, the Company's Board of Directors, effective January 12, 1998,
determined that Crabbe Huson had not become an "Acquiring Person" within the
meaning of Section 1(a) of the Rights Agreement.
Following such determination, the Company's Board of Directors also
resolved that it would be in the best interests of the Company and its
shareholders to amend the Rights Agreement to increase the 15% threshold in the
definition of "Acquiring Person." Accordingly, on January 16, 1998, the Company
executed Amendment No. 1 to Rights Agreement, dated January 16, 1998 (the
"Rights Amendment"), to the Rights Agreement. The Rights Amendment amended
Section 1(a) of the Rights Agreement to increase the percentage ownership
threshold contained in the definition of "Acquiring Person" from 15% to 18%.
The other provisions of the Rights Agreement continue in full force as set forth
therein and were not affected in any way by the Rights Amendment.
<PAGE>
The foregoing description of the Rights Amendment does not purport to be
complete and is qualified in its entirety by reference to the Rights Amendment,
which is attached hereto as an exhibit and incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is filed with this report:
Exhibit No. Description
----------- -----------
4.1 Amendment No. 1 to Rights Agreement, dated January 16, 1998, to
Rights Agreement, dated as of November 1, 1996 between Arcadia
Financial Ltd. and Norwest Bank Minnesota, N.A.
<PAGE>
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.
January 16, 1998 ARCADIA FINANCIAL LTD.
By: /s/ James D. Atkinson III
---------------------------------------
James D. Atkinson III
Senior Vice President
<PAGE>
AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
Amendment No. 1 to Rights Agreement, dated January 16, 1998,
to Rights Agreement, dated as of November 1, 1996 (the "Rights Agreement")
between Arcadia Financial Ltd. (formerly Olympic Financial Ltd.), a Minnesota
corporation, and Norwest Bank Minnesota, N.A. (all terms not otherwise
defined herein shall have the meanings ascribed to them in the Rights
Agreement).
WITNESSETH:
WHEREAS, the Company and the Rights Agent have previously
entered into the Rights Agreement specifying the terms of the Rights;
WHEREAS, Section 27 of the Rights Agreement provides that,
prior to the Distribution Date and subject to certain limitations contained
in such Section, the Company may by resolution of its Board of Directors
(which resolution shall be effective only with the concurrence of a majority
of the Continuing Directors and only if the Continuing Directors constitute a
majority of the number of directors then in office) and the Rights Agent
shall, if the Company so directs, supplement or amend any provision of the
Rights Agreement without the approval of any holders of certificates
representing shares of Common Stock;
WHEREAS, no Distribution Date has occurred;
WHEREAS, Continuing Directors constitute a majority of the
number of directors currently in office; and
WHEREAS, the Company's Board of Directors, with the
concurrence of a majority of the Continuing Directors, has duly approved
amending the Rights Agreement to contain the terms and conditions hereinafter
set forth.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements set forth herein, the parties hereby agree as follows:
1. AMENDMENT TO SECTION 1(a). Section 1(a) of the Rights
Agreement is hereby amended in its entirety to read as follows:
(a) "'Acquiring Person' shall mean any Person who or which,
together with all Affiliates and Associates of such
Person, shall be the Beneficial Owner of 18% or more of
the shares of Common Stock then outstanding, but shall
not include (i) the Company, (ii) any Subsidiary of the
Company, (iii) any employee benefit plan of the Company
or of any Subsidiary of the
<PAGE>
Company, (iv) any Person or entity organized, appointed
or established by the Company for or pursuant to the
terms of any such plan, or (v) any person holding
Common Stock issued to that person by the Company in a
transaction approved in advance by a majority of the
Continuing Directors of the Company to the extent and
only to the extent so approved (each of (i) through
(v), an "EXEMPTED PERSON"). Notwithstanding the
foregoing, (i) no Person shall become an "Acquiring
Person" as a result of an acquisition of Common Stock
by the Company which, by reducing the number of such
shares then outstanding, increases the proportionate
number of shares beneficially owned by such Person to
18% or more of the outstanding Common Stock, except
that if such Person, after such share purchases by the
Company, becomes the Beneficial Owner of any additional
shares of Common Stock, such Person shall be deemed to
be an "Acquiring Person," and (ii) if the Board of
Directors of the Company determines in good faith that
a Person who would otherwise be an "Acquiring Person"
has become such inadvertently, and such Person divests
as promptly as practicable a sufficient number of
Common Stock so that such Person would no longer be an
Acquiring Person then such Person shall not be deemed
to be an "Acquiring Person." The term "OUTSTANDING,"
when used with reference to a Person's Beneficial
Ownership of securities of the Company, shall mean the
number of such securities then issued and outstanding
together with the number of such securities not then
issued and outstanding which such Person would be
deemed to beneficially own hereunder."
2. OTHER PROVISIONS. The other provisions of the Rights
Agreement shall continue in full force and effect as set forth in the Rights
Agreement and are not affected in any way by this Amendment No. 1.
-2-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed on the day and year first set forth above.
ARCADIA FINANCIAL LTD.
By: /s/ James D. Atkinson III
----------------------------------------
James D. Atkinson III
Senior Vice President
NORWEST BANK MINNESOTA, N.A.,
NORWEST SHAREOWNER SERVICES
By: /s/ Tammy Brusehaver
----------------------------------------
Tammy Brusehaver
Account Manager
-3-
