<PAGE>
Registration No. 333-__________
As filed with the Securities and Exchange Commission on September 8, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 Agreement between
Arcadia Financial Ltd. and Warren Kantor
(Full title of the plan)
----------------------
Richard A. Greenawalt
Arcadia Financial Ltd.
7825 Washington Avenue South
Minneapolis, Minnesota 55439-2444
(612) 942-9880
(Name, address and telephone number,
including area code, of agent for service of process)
----------------------
Copy to:
William B. Payne, Esq.
Dorsey & Whitney LLP
220 South Sixth Street
Minnesota, Minnesota 55402
----------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Amount to be offering price per aggregate offering Amount of
Title of securities to be registered registered share(1) price registration fee
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<S> <C> <C> <C> <C>
Common stock, $.01 par value 100,000 $6.00 $600,000.00 $177.00
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(1) Calculated pursuant to Rule 457(h)(1) of the Securities Act of 1933.
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</TABLE>
<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, 1997;
(b) The Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1998;
(c) The Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998;
(d) The Registrant's Current Report on Form 8-K dated
January 8, 1998, filed January 20, 1998; and
(e) 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 and the description of the Registrant's
Preferred Stock Purchase Rights contained in the Registrant's
Registration Statement on Form 8-A/A-1 File No. 1-12427.
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,
II-1
<PAGE>
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
4.1 Non-Statutory Stock Option Agreement dated January 28,
1998, between the Registrant and Warren Kantor (filed
herewith)
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
23.2 Consent of Independent Public Accountants
24.1 Power of Attorney (included on signature page)
</TABLE>
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(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 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
maximum aggregate offering price set
II-2
<PAGE>
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) of this section do not
apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and
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
Securities Exchange Act of 1934 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, State of Minnesota, on the 31st day of
August, 1998.
ARCADIA FINANCIAL LTD.
By /s/ Richard A. Greenawalt
-------------------------------------
Richard A. Greenawalt
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL PERSONS 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Richard A. Greenawalt Chief Executive Officer, President and August 31, 1998
- ------------------------
Richard A. Greenawalt Director (Principal Executive Officer)
/s/ John A. Witham Executive Vice President and Chief Financial August 31, 1998
- ------------------------
John A. Witham Officer (Principal Financial Officer)
/s/ Brian S. Anderson Senior Vice President and Controller August 31, 1998
- ------------------------
Brian S. Anderson (Principal Accounting Officer)
/s/ Scott H. Anderson Director August 31, 1998
- ------------------------
Scott H. Anderson
/s/ Robert J. Cresci Director August 31, 1998
- ------------------------
Robert J. Cresci
/s/ James L. Davis Director August 31, 1998
- ------------------------
James L. Davis
/s/ Warren Kantor Director August 31, 1998
- ------------------------
Warren Kantor
/s/ Robert A. Marshall Director August 31, 1998
- ------------------------
Robert A. Marshall
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX TO
FORM S-8
ARCADIA FINANCIAL LTD.
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
4.1 Non-Statutory Stock Option Agreement, dated January 28,
1998, between the Registrant and Warren Kantor (filed
herewith)
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
23.2 Consent of Independent Public Accountants
24.1 Power of Attorney (included on signature page)
</TABLE>
<PAGE>
EXHIBIT 4.1
ARCADIA FINANCIAL LTD.
NON-STATUTORY STOCK OPTION AGREEMENT
Arcadia Financial Ltd., a Minnesota corporation (the "Company"), hereby
grants to Warren Kantor (the "Optionee"), an option (the "Option") to purchase a
total of 100,000 shares of the $.01 par value common stock ("Common Stock") of
the Company (the "Shares"), at the price determined as provided herein, and in
all respects subject to the terms, definitions and provisions hereof. The grant
of this Option is subject to the approval thereof by the shareholders of the
Corporation (if such approval is required by applicable laws or regulations) and
by the Board of Directors of the Corporation.
1. NATURE OF THE OPTION. This Non-Statutory Stock Option is not intended
to qualify as an Incentive Stock Option as defined in Section 422A of the Code.
2. EXERCISE PRICE. The exercise price is $6.00 for each share of Common
Stock, which price the Board of Directors of the Company (the "Board") has
determined is not less than the fair market value per share of the Common Stock
on the date of the grant.
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 to the extent of one hundred percent (100%) of
the Shares subject to the Option commencing on December 31, 1998.
Provided, however, as of the date prior to the date of the occurrence of
the first to occur of any of the following events prior to December 31,
1998, 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 death or disability of Optionee; or
y) the termination by the Company of the Consulting
Agreement dated as of January 28, 1998, by and between the Company and
the Optionee (the "Consulting Agreement") without Cause as such term
is defined in the Consulting Agreement, or the termination of the
Consulting Agreement by Optionee due to the material breach thereof by
the Company; or
z) a "Change of Control" of the Company. As used herein
the term "Change of Control" shall mean the closing of any transaction
or series of transactions by which the Company shall merge with
(whether or not the Company is the surviving entity) or consolidate
into any other person or lease or sell substantially all of its and
its subsidiaries assets (other than asset sales in
<PAGE>
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); or
and, provided further, in the event the Consulting Agreement is terminated prior
to December 31, 1998 by the mutual agreement of the Company and the Optionee,
notwithstanding the previously sentence of this subsection 3(i)(a), this Option
shall be exercisable cumulatively to the extent of that fraction of the Shares
subject to the Option the numerator of which shall be the number of days elapsed
in 1998 as of the date of such termination and the denominator of which shall be
365, rounded down to the next lower full share amount.
(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 the Consulting Agreement, the exercisability of the Option
is governed by Sections 7, 8 and 9 below, subject to the limitations
contained in subsection 3(i)(d).
(d) In no event may this Option be exercised after the date of
expiration of the term of this Option as set forth in Section 11 below.
(ii) METHOD OF EXERCISE. This Option shall be exercisable by written
notice which shall state the election to exercise the Option, the number of
Shares in respect of which the Option is being exercised, and such other
representations and agreements as to the holder's investment intent with respect
to such shares of Common Stock as may be required by the Company. 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.
No Shares will be issued pursuant to the exercise of an 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. OPTIONEE'S REPRESENTATIONS. In the event the Shares purchasable
pursuant to the exercise of this Option have not been registered under the
Securities Act of 1933, as amended, at the time this Option is exercised,
Optionee shall, concurrently with the exercise of all or any portion of this
Option, deliver to the Company his Investment Representation Statement in the
form reasonably required by the Company.
5. METHOD OF PAYMENT. Payment of the exercise price shall be by (i)
cash; (ii) check; or (iii) if authorized by the Board of Directors of the
Company, the surrender of other shares of
<PAGE>
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
by the Board) on the date of surrender equal to the exercise price of the Shares
as to which the Option is being exercised.
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 constitute a violation of any applicable
federal or state securities 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 CONSULTING AGREEMENT. In the event of termination of
the Consulting Agreement prior to January 1, 1999 (i) by Optionee other than due
to the material breach of the terms thereof by the Company or (ii) by the
Company for Cause, the Option shall terminate.
8. DISABILITY OF OPTIONEE. In the event of termination of the Consulting
Agreement, as a result of Optionee's 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 his Option to the extent he was entitled to exercise it at the date of
such termination. To the extent that Optionee was not entitled to exercise the
Option at the date of termination, or if he does not exercise such Option (which
he was entitled to exercise) within the time specified herein, the Option shall
terminate.
9. DEATH OF OPTIONEE. In the event of the death of Optionee during the
term of this 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.
10. NON-TRANSFERABILITY OF OPTION. Without the prior written consent of
the Company, 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 or her personal representatives, heirs, successors and
assigns.
11. TERM OF OPTION. This Option may not be exercised after January 28,
2008, and may be exercised only in accordance with the terms of this Option.
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
<PAGE>
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 its 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 his 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 for a period of ten (10 ) days from the date
of such notice, and the Option will terminate upon the expiration of such
period.
13. NO RIGHTS AS SHAREHOLDER. The Optionee shall have no rights as a
shareholder with respect to any Shares subject to this Option price to the date
of issuance to him of a certificate or certificates for such shares.
DATE OF GRANT: January 28, 1998
ARCADIA FINANCIAL LTD.
By: /s/ Richard A. Greenawalt
---------------------------
Richard A. Greenawalt
Title: Chief Executive Officer
<PAGE>
OPTIONEE ACKNOWLEDGES RECEIPT OF A COPY OF THE OPTION AGREEMENT AND CERTAIN
INFORMATION RELATED THERETO AND REPRESENTS THAT HE IS FAMILIAR WITH THE TERMS
AND PROVISIONS THEREOF, AND HEREBY ACCEPTS THIS OPTION SUBJECT TO ALL OF THE
TERMS AND PROVISIONS THEREOF. OPTIONEE HAS REVIEWED THIS OPTION IN ITS
ENTIRETY, HAS HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO
EXECUTING THIS OPTION AND FULLY UNDERSTANDS ALL PROVISIONS OF THE OPTION.
OPTIONEE HEREBY AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS
OR INTERPRETATIONS OF THE BOARD UPON ANY QUESTIONS ARISING UNDER THE OPTION.
OPTIONEE FURTHER AGREES TO NOTIFY THE COMPANY UPON ANY CHANGE IN THE RESIDENCE
ADDRESS INDICATED BELOW.
Dated: January 28, 1998 Optionee:
/s/ Warren Kantor
---------------------------
Warren Kantor
Residence Address:
720 Springmill Road
Villanova, PA 19185
<PAGE>
EXHIBIT 5.1
DORSEY & WHITNEY LLP
220 SOUTH SIXTH STREET
MINNEAPOLIS, MINNESOTA 55402
(612) 340-2600
FAX (612) 340-2868
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 100,000 shares of
Common Stock, $.01 par value per share, of the Company (the "Shares") issuable
pursuant to awards granted pursuant to that certain Non-Statutory Stock Option
Agreement between the Company and Warren Kantor dated January 28, 1998 (the
"Option").
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 Option, 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: September 4, 1998
Very truly yours,
/s/ Dorsey & Whitney LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of Arcadia Financial Ltd. pertaining to the non-statutory stock
option agreement between Arcadia Financial Ltd. and Warren Kantor, of our report
dated January 23, 1998, with respect to the consolidated financial statements of
Arcadia Financial Ltd. included in its Annual Report on Form 10-K for the year
ended December 31, 1997 filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Minneapolis, Minnesota
September 8, 1998
