<PAGE>
Registration No. 333-_________
As filed with the Securities and Exchange Commission on September 30, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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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<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share(1) price registration fee
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Common stock, $.01 par value 125,000 $4.00 $500,000.00 $139.00
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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, 1998;
(b) The Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1999;
(c) The Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1999;
(d) The Registrant's Current Report on Form 8-K dated May
21, 1999, filed May 21, 1999;
(e) The Registrant's Current Report on Form 8-K dated
March 5, 1999, filed March 8, 1999;
(f) The Registrant's Current Report on Form 8-K dated
March 1, 1999, filed March 3, 1999;
(g) The Registrant's Current Report on Form 8-K dated
June 7, 1999, filed June 16, 1999; and
(h) 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.
II-1
<PAGE>
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.
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
20, 1999, 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:
II-2
<PAGE>
(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 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 28th day of
September, 1999.
ARCADIA FINANCIAL LTD.
By /s/Richard A. Greenawalt
-----------------------------
Richard A. Greenawalt
Chief Executive Officer
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 and Director September 28, 1999
- ------------------------------------ (Principal Executive Officer)
Richard A. Greenawalt
/s/Robert A. Marshall President and Director September 28, 1999
- ------------------------------------
Robert A. Marshall
/s/John A. Witham Executive Vice President and Chief Financial September 28, 1999
- ------------------------------------ Officer (Principal Financial Officer)
John A. Witham
/s/Brian S. Anderson Senior Vice President and Controller September 28, 1999
- ------------------------------------ (Principal Accounting Officer)
Brian S. Anderson
/s/Scott H. Anderson Director September 28, 1999
- ------------------------------------
Scott H. Anderson
/s/Robert J. Cresci Director September 28, 1999
- ------------------------------------
Robert J. Cresci
/s/James L. Davis Director September 28, 1999
- ------------------------------------
James L. Davis
/s/Warren Kantor Director September 28, 1999
- ------------------------------------
Warren Kantor
</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
20, 1999, 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 125,000 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 $4.00 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 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, 1999. 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 as
of the date of the occurrence of the first to occur of any of the
following events prior to December 31, 1999:
x) the death or disability of
Optionee; or
y) the termination by the Company of
the Consulting Agreement dated as of January 20, 1999, 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 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, 1999 by the mutual agreement of the Company and the Optionee,
notwithstanding the previous 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 1999 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.
<PAGE>
(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 Common Stock of the Company which (A)
either have been owned by the Optionee for more that 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, 2000 (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.
<PAGE>
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 20, 2009, 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 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 prior to the
date of issuance to him of a certificate or certificates for such shares.
DATE OF GRANT: January 20, 1999
ARCADIA FINANCIAL LTD.
By:
------------------------------
Richard A. Greenawalt
Title: Chief Executive Officer
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.
Optionee:
Dated: January 20, 1999 ---------------------------------
<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 125,000
shares of Common Stock, $.01 par value per share, of the Company (the "Shares"),
at a purchase price of $4.00 per share, issuable pursuant to awards granted
pursuant to that certain Non-Statutory Stock Option Agreement between the
Company and Warren Kantor dated January 20, 1999 (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 30, 1999
Very truly yours,
/s/ Dorsey & Whitney LLP
WBP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Non-Statutory Stock Option Agreement
between Arcadia Financial Ltd. and Warren Kantor and to the incorporation by
reference therein of our report dated January 25, 1999, 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, 1998, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
September 28, 1999
