<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant X
---
Filed by a Party other than the Registrant
---
Check the appropriate box:
Preliminary Proxy Statement Confidential, For Use of the
--- --- Commission Only (as per-
mitted by Rule 14a-6(e)(2))
X Definitive Proxy Statement
---
Definitive Additional Materials
---
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
---
OLYMPIC CASCADE FINANCIAL CORPORATION
(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
X No fee required
---
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
--- 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
---------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------
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(5) Total fee paid:
----------------------------------------------------------
__ Fee paid previously with preliminary materials.
__ Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.
----------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------
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OLYMPIC CASCADE FINANCIAL CORPORATION
Notice of Annual Meeting of Shareholders
To Be Held Wednesday, March 8, 2000 at 3:00 p.m.
To the Shareholders:
The Annual Meeting of Shareholders of Olympic Cascade Financial
Corporation (the "Company") will be held on March 8, 2000 at 3:00 p.m. in the
Board Room of Suite 2800 at 111 East Wacker Drive, Chicago Illinois 60601 for
the following purposes:
1. To elect directors for the ensuing year;
2. To ratify the appointment of Feldman Sherb Horowitz & Co., P.C.
as independent public accountants of the Company for the fiscal year ending
September 29, 2000; and
3. To transact such other business as may properly come before the
meeting.
Owners of record at the close of business on January 14, 2000 will be
entitled to vote at the meeting or at any adjournments or postponements thereof.
A complete list of the stockholders entitled to vote at the Annual Meeting will
be made available for inspection by any stockholder of record at the offices of
the Company during market hours from February 16, 2000, through the time of the
Annual Meeting.
By Order of the Board of Directors
/s/ Robert H. Daskal
---------------------------------
Robert H. Daskal, Secretary
875 North Michigan Avenue
Suite 1560
Chicago, Illinois 60611
January 21, 2000
YOUR VOTE IS IMPORTANT
TO ASSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO VOTE, SIGN, DATE
AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE POSTAGE-PAID
ENVELOPE ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE GIVEN YOUR PROXY, THE PROXY
MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE BY FILING WITH THE SECRETARY OF THE
COMPANY A WRITTEN REVOCATION, BY EXECUTING A PROXY WITH A LATER DATE, OR BY
ATTENDING AND VOTING AT THE MEETING.
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OLYMPIC CASCADE FINANCIAL CORPORATION
875 North Michigan Avenue, Suite 1560
Chicago, Illinois 60611
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held March 8, 2000
This Proxy Statement is furnished in connection with the solicitation
of proxies by and on behalf of the Board of Directors of Olympic Cascade
Financial Corporation, a Delaware corporation (the "Company"), for use at the
2000 Annual Meeting of Shareholders of the Company (the "Annual Meeting") to be
held at 3:00 p.m. on March 8, 2000 in the Board Room of Suite 2800 at 111 East
Wacker Drive, Chicago Illinois 60601 and at any adjournment or postponement
thereof for the purposes set forth in the accompanying Notice of Annual Meeting
of Shareholders. Certain of the officers and regular employees of the Company
may solicit proxies by correspondence, telephone or in person, without extra
compensation. The Company may pay to banks, brokers, nominees and other
fiduciaries their reasonable charges and expenses incurred in forwarding proxy
material to their principals. It is anticipated that this Proxy Statement will
first be mailed to the Company's shareholders on or before January 21, 2000.
The presence, in person or by proxy, of the holders of a majority of
the shares of common stock entitled to vote at the Annual Meeting is necessary
to constitute a quorum for the conduct of business at the Annual Meeting. Shares
of common stock that are voted to abstain from any business coming before the
Annual Meeting and broker/nominee non-votes will be counted as being in
attendance at the Annual Meeting for purposes of determining whether a quorum is
present. Abstentions will have the same effect as negative votes. Broker
non-votes as to a particular matter will have no effect.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only shareholders of record at the close of business on January 14,
2000 will be entitled to receive notice of, and to vote at, the Annual Meeting.
As of that date, there were outstanding and entitled to vote 1,782,725 shares of
common stock, $.02 par value (the "common stock"). Each share of common stock
entitles the holder thereof to one vote upon any proposal submitted for a vote
at the Annual Meeting.
PROPOSAL I:
ELECTION OF DIRECTORS
At the 2000 Annual Meeting, shareholders will elect four Directors
who will hold office until the 2001 Annual Meeting or until their respective
successors are duly elected and qualified. The Board has nominated
Steven A. Rothstein, Gary A. Rosenberg, James C. Holcomb, Jr. and D. S.
Patel for election as Directors at the 2000 Annual Meeting. All four of
the nominees are currently directors of the Company. The Board shall not
appoint additional directors prior to the Annual Meeting, but may do so later
in their term of office.
If any nominee at the time of the election is unable or unwilling to
serve or is otherwise unavailable for election, and the Board of Directors
designates another nominee, the persons named as proxies will vote the proxy for
such substitute, if any. The Board of Directors has no reason to believe that
any of the proposed nominees will be unable or unwilling to serve. The proposed
nominees are not being nominated pursuant to any arrangement or understanding
with any person.
Each shareholder will be entitled to one vote for each share of common
stock held as of the record date. Shares represented by your proxy will be voted
in accordance with your direction as to the election as directors of the persons
listed below as nominees. In the absence of direction, the shares represented by
your proxy will be voted FOR such election. Election requires the affirmative
vote by the holders of a majority of the common stock
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voting at the Annual Meeting. The Company anticipates that the holders of a
majority of the outstanding common stock will be present in person or by proxy
at the Annual Meeting.
The following sets forth the names and ages of all directors and
executive officers of the Company, all positions and offices to be held with the
Company by such persons, and the principal occupations of each during the past
five years.
NOMINEES FOR DIRECTOR
Steven A. Rothstein 49 Chairman, Chief Executive Officer and President
Chairman and Chief Executive Officer of
National Securities Corporation ("National")
Director of WestAmerica Investment Group
("WestAmerica")
Mr. Rothstein has served as Chairman of the Board of Directors and Chief
Executive Officer of the Company since its inception in February 1997. He
became a member of the Board of National in May 1995 and was appointed
Chairman on August 1, 1995. From 1979 through 1989, Mr. Rothstein was a
registered representative, and Limited Partner at Bear Stearns & Co., Inc. in
Chicago, Illinois and Los Angeles, California. From 1989 to 1992, Mr.
Rothstein was a Senior Vice President in the Chicago office of Oppenheimer
and Company, Inc. In December 1992 he joined Rodman and Renshaw, Inc.,
a Chicago-based broker-dealer serving as Managing Director, and joined H.J.
Meyers, Inc. in Beverly Hills, California, a New York Stock Exchange member
firm in March 1994. He resigned from H.J. Meyers and Company in March 1995 to
associate with National. Mr. Rothstein is a 1972 graduate of Brown University,
Providence, Rhode Island. Presently, Mr. Rothstein is a board member of
Gateway Data Sciences, Inc., Shampan, Lamport Holdings Limited, SigmaTron
International, Inc. and Vita Food Products, Inc.
Gary A. Rosenberg 59 Director
Mr. Rosenberg has served as a Director of the Company since its inception in
February 1997 and served as its President from August 1997 until April 1998.
He was appointed to the Board of National in December 1996. Mr.
Rosenberg was Chairman and CEO of UDC Homes, Inc. (and its predecessors) from
1968 to 1994, and the Chairman (non-management) from 1994 to 1996. UDC Homes,
Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code in
May 1995. Presently, Mr. Rosenberg is Chairman, Chief Executive Officer and
Director of Canterbury Development Corporation, a family held company with
financial, technology, entertainment and real estate interests. He is also
a Director and Chairman of Dimyon Multimedia, Ltd., an Israeli multimedia
and software company; Chairman and Director of the Rosenberg Foundation;
Founder and Chairman of the Real Estate Research Center; member of the Board
at the J. L. Kellogg Graduate School of Management at Northwestern
University; and a Trustee of St. Norbert College. Mr. Rosenberg received his
BS and MBA from Northwestern University and his JD from the University of
Wisconsin.
James C. Holcomb, Jr. 49 Director
Mr. Holcomb has served as a Director of the Company since March 1998. Since
1982, Mr. Holcomb has been employed by Holcomb Investment Company, a Texas
General Partnership. Holcomb Investment Company is a family-owned
investment vehicle, privately investing in predominantly oil and gas
exploration and development. Mr. Holcomb also is a private investor in
wholesale distribution and manufacturing companies, and is often actively
involved in the management of the companies in which investments are made.
Mr. Holcomb received his AB in 1972 from Brown University and his JD in 1975
from the University of Texas School of Law.
D.S. Patel 58 Director
Mr. Patel has served as a Director of the Company since March 1998. Since
1987, Mr. Patel has worked as Chairman of the Board of Directors, President
and Chief Executive Officer of Circuit Systems, Inc., a publicly-traded
manufacturer of printed circuit boards. Mr. Patel is also presently a
Director of SigmaTron International, Inc., a publicly-traded electronics
contract manufacturer, a position he has had since 1994.
The Board of Directors recommends a vote FOR the election of each of the
nominees for Director of the Company.
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EXECUTIVE OFFICERS
Robert H. Daskal 58 Senior Vice President, Chief Financial Officer,
Treasurer and Secretary
Secretary of National
Director of WestAmerica
Mr. Daskal has served as Senior Vice President, Chief Financial Officer and
Treasurer of the Company since its inception in February 1997. From 1994 to
1997 Mr. Daskal was a Director, Executive Vice President and Chief Financial
Officer of Inco Homes Corporation, and from 1985 to 1994 he was a Director,
Executive Vice President-Finance and Chief Financial Officer of UDC Homes,
Inc. (and its predecessors). UDC Homes, Inc. filed a petition for relief
under Chapter 11 of the Bankruptcy Code in May 1995. Mr. Daskal, a former
Tax Partner with Arthur Andersen & Co., became a CPA in Illinois in 1967. He
received his BBA and JD from the University of Michigan in Ann Arbor. Mr.
Daskal is presently a director of Inco Homes Corporation.
Michael A. Bresner 55 President of National
Mr. Bresner joined the Company in January 1998. In August 1998, he was
named President of National. Prior to joining the Company, Mr. Bresner worked
as Managing Director of H.J. Meyers, Inc., a position he held since 1990.
Additionally, Mr. Bresner served as Directing Editor of the Value Line Special
Situations Service.
David M. Williams 30 Corporate Controller and Chief Accounting
Officer
Chief Operating Officer of National
Mr. Williams has worked for National as Controller since April 1996.
Additionally, Mr. Williams has worked for the Company as Corporate
Controller since its formation in 1997. In September 1999, Mr. Williams
became Chief Operating Officer of National. From January 1993 until April
1996, Mr. Williams worked as Certified Public Accountant with Moss Adams
LLP and Coopers & Lybrand in Seattle, WA. Mr. Williams graduated with a B.A.
in Accounting from the University of Washington.
Craig M. Gould 30 Vice-Chairman of Technology
Managing Director of National
Mr. Gould, primarily responsible for the Company's technology and interactive
development, was named Vice-Chairman in July 1999. Mr. Gould joined
National in May 1995. Since joining the Company, he has assisted National's
Corporate Finance clients in raising over $400 million, and is currently
the Managing Director of Capital Markets. Prior to joining National, Mr.
Gould worked at Merrill Lynch & Co., Inc. Mr. Gould is a Director of Shampan,
Lamport Holdings Limited. Mr. Gould graduated with a B.A. from the University
of Wisconsin.
MEETINGS OF DIRECTORS
During the fiscal year ended September 24, 1999, the Company's Board of
Directors met or acted by Unanimous Written Consent a total of 11 times. No
incumbent director attended fewer than 75% of the aggregate number of meetings
of the Board and committees of which he was a member.
DIRECTOR COMPENSATION
Outside directors (i.e., directors who are not also officers or employees of the
Company or of a subsidiary) are paid $1,000 per meeting attended in person, and
$500 per meeting attended by telephone. Outside directors shall also be granted
options to purchase 5,000 shares of the Company's common stock each year of
their tenure, which fully vest six months after the date of issuance. The
exercise price of such options will equal or exceed fair market value of the
common stock on the date of grant. The Company shall reimburse all directors for
expenses incurred traveling to and from board meetings. The Company does not pay
inside directors any compensation as a director.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's bylaws provide that the Company shall indemnify and advance the
expenses of individual directors, officers, employees and agents against costs,
judgments and other financial liability resulting from any action alleged to
have been taken or omitted by such individual. The bylaws permit such
indemnification if, among other things, the proposed indemnity acted in good
faith with reasonable belief that the conduct was in, or at least not opposed
to, the best interests of the Company, and in the case of a criminal proceeding,
with a reasonable belief that the conduct was not unlawful. The Company has
obtained insurance on behalf of any person who is or was a director, officer or
employee or agent of the Company or is or was serving at the request of the
Company as an officer, employee, or agent of another corporation, partnership,
joint venture, trust other enterprise or employee benefit plan, against any
liability arising out of that person's status as such, whether or not the
Company would have the power to indemnify that person against such liability.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the fiscal year 1999 the Company had advances to Steven A. Rothstein, its
Chairman, Chief Executive Officer and President. The largest aggregate amount
outstanding to the Company during the fiscal year was approximately $88,000. At
September 24, 1999 the balance outstanding was approximately $28,000. The
Company has not charged Mr. Rothstein interest on these advances.
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid by the Company to each
of its executive officers whose total annual salary and bonus exceeded $100,000
for fiscal 1999 (the "Named Executive Officers") during the fiscal years ended
1999, 1998 and 1997:
<TABLE>
<CAPTION>
Long-Term
Summary Compensation Table Compensation
---------------------------------------------------------- Securities
Year Other Underlying
Name and Capacity Ended Salary * Bonus Compensation Options
- ------------------------ ---------- ---------------- ---------------- ------------------- -----------------
<S> <C> <C> <C> <C> <C>
Steven A. Rothstein 1999 $ 402,000 ** $ 57,000 $ - $ -
Chairman, Chief 1998 $ 678,000 ** $ 287,000 $ - $ -
Executive Officer and President 1997 $ 1,799,000 ** $ 32,000 $ - $ -
Robert H. Daskal 1999 $ 230,000 * $ 18,000 $ - $ -
Senior Vice President, 1998 $ 170,000 $ 35,000 $ - $ -
Chief Financial Officer, 1997 82,000 $ - $ - $ -
Treasurer and Secretary
Michael A. Bresner 1999 $ 250,000 $ 26,000 $ - $ -
President of National 1998 $ 205,000 $ 75,000 $ - $ -
</TABLE>
* Amounts include commissions earned in the normal course of business, fees
received for Corporate Finance services and profit from the sale during the year
of the Company's stock obtained through the exercise of stock options.
** Compensation paid to Mr. Rothstein by the Company includes a percentage of
business generated or supervised by Mr. Rothstein as follows: he is paid 50% of
the commission generated on retail trades (compared to the 70% typically paid to
National's brokers) and a portion of premiums for term life insurance paid by
the Company.
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In September 1998, as part of the efforts to reduce overhead costs, management
of the Company (exclusive of WestAmerica) received a temporary reduction in
compensation ranging from 10% to 62%. These reductions were reinstated in full
during the fiscal year ended September 24, 1999.
The Company has granted options to certain officers, directors, employees and
investment executives. The options granted during the last fiscal year (adjusted
for stock dividends) to the Named Executive Officers are as follows:
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
----------------------------------------------------------------------------------------
Potential Realizable Value
Number of % of Total at Assumed Annual Rates
Securities Options of Stock Price Appreciation
Underlying Granted to for Option Term
Options Employees Exercise Expiration -----------------------------
Name Granted in Fiscal Year Price Date 5% 10%
- ----------------------- ------------ --------------- ---------- ----------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Steven A. Rothstein 30,000 7.22% $ 4.00 03/05/04 $ 33,000 $ 73,000
10,000 2.41% $ 4.69 04/16/04 $ 13,000 $ 29,000
Michael A. Bresner 10,000 2.41% $ 4.00 03/05/04 $ 11,000 $ 24,000
Robert H. Daskal 20,000 4.81% $ 4.00 03/05/04 $ 22,000 $ 49,000
10,000 2.41% $ 4.69 04/16/04 $ 13,000 $ 29,000
20,000 4.81% $ 3.56 07/29/04 $ 20,000 $ 43,000
</TABLE>
The options exercised by the Named Executive Officers, and the fiscal year end
value of unexercised options, are as follows:
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values
-------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options
Acquired Value Options at Fiscal Year End at Fiscal Year End
------------------------------- ---------------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ----------------------- ------------- ------------ -------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Steven A. Rothstein - - 353,209 10,000 $ 108,000 -
Robert H. Daskal - - 62,601 10,000 $ 9,000 -
Michael A. Bresner - - 85,000 - - -
</TABLE>
The Company has new employment agreements with the three Named Executive
Officers. Messrs. Rothstein, Daskal and Bresner are paid a base annual salary of
$480,000, $240,000 and $350,000, respectively plus bonuses and additional
benefits offered other executives of the Company. Messrs. Rothstein's and
Daskal's agreements expire on July 1, 2002 and they are entitled to a lump sum
severance payment, equaling one year's salary if their employment is terminated
under certain circumstances. Messrs. Bresner's agreement expires on June 30,
2003 and he is entitled to a lump sum severance payment, equaling two years'
salary if his employment is terminated under certain circumstances. In the event
of a change of control of the Company or National, each Named Executive Officer
or the Company may terminate their employment with the Company in exchange for a
lump-sum payment of two years' base compensation, plus continuation for 18
months of certain employee benefits provided by the Company. Each Named
Executive Officer has agreed not to induce or solicit any customer of the
Company to discontinue its relationship with the Company during the term of his
employment and for a one-year period thereafter.
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COMPENSATION COMMITTEE
The Company's Compensation Committee consists of two outside Directors, Mr.
Holcomb and Mr. Patel. The Committee believes the compensation paid to the
Company's Executive Officers is competitive with companies within its industry
that are comparable in size and by companies outside the industry with which the
Company competes for executive talent. In reaching this determination the
Committee used the following objectives as its guidelines:
- - Provide a competitive total compensation program that enables the Company to
attract and retain key executives.
- - Provide variable compensation opportunities that are directly linked with
the performance of the Company and align executive compensation with the
interests of the shareholders.
- - To integrate all compensation programs with the Company's annual and
long-term business goals and focus executive behavior on the fulfillment of
those objectives.
AUDIT COMMITTEE
The Audit Committee (consists of three outside Directors, Messrs. Rosenberg,
Holcomb and Patel) meets with Company personnel and with representatives of
Feldman Sherb Horowitz & Co., P.C., the Company's independent public
accountants, to consider and review internal accounting controls and matters
relating to the annual audit of the Company's financial statements. The Audit
Committee did not formally meet during the fiscal year 1999.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Certain Directors (Messrs. Holcomb and Patel) and certain Executive Officers
(Messrs. Bresner, Williams and Gould) failed to file in a timely manner Form
3. All Directors and Executive Officers have timely filed Form 5 for the
fiscal year 1999.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
The following chart and graph compares cumulative total stockholder return on
the Company's common stock with the cumulative total stockholder return on the
common equity of the companies in the NASDAQ U.S. Index and the NASDAQ Financial
Index (the "Peer Group") for the period from October 1, 1994 to September 24,
1999. We assume a $100 investment on October 1, 1994, in each of Olympic Cascade
Financial Corporation common stock, NASDAQ U.S. Index and the NASDAQ financial
Index (the "Peer Group"), and further assume the reinvestment of all dividends.
Olympic NASDAQ
Measurement Period Cascade NASDAQ Financial
(Fiscal Year Covered) Financial U.S. Index Index
------------------- --------- ---------- -----
1995 107.14 139.51 138.52
1996 220.49 198.85 177.15
1997 191.43 239.87 277.59
1998 86.14 515.00 266.08
1999 160.32 580.94 235.01
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
CERTAIN BENEFICIAL OWNERS
The following information is furnished as of January 14, 2000, as to any person
who the Company knows to be the beneficial owner of more than 5% of the
Company's common stock:
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Amount of
Name/Address of Beneficial Percent
Title of Class Beneficial Owner Ownership1 of Class
-------------- --------------------- --------- --------
Common stock Steven A. Rothstein 707,234(2) 33.70%
2737 Illinois Road
Wilmette, IL 60091
Common stock LVE, LLC 141,500(4) 7.35%
575 Madison Ave
New York, NY 10022
Common stock Gary A. Rosenberg 127,194(3) 6.66%
1427 North State Pkwy.
Chicago, IL 60610
(1) All securities are beneficially owned directly by the persons listed in the
table (except as otherwise indicated).
(2) Includes 58,550 shares owned by direct family members, 49,210 shares owned
by retirement plans and 316,001 shares of vested unexercised stock options.
(3) Includes 127,194 shares of vested unexercised stock options.
(4) Includes 141,500 shares of vested unexercised stock warrants.
MANAGEMENT
The following information is furnished as of January 14, 2000 as to each class
of equity securities of the Company beneficially owned by all directors and
Named Executive Officers of the Company:
<TABLE>
<CAPTION>
Amount of
Beneficial Percent
Name of Beneficial Owner Ownership of Class
- -------------------------------------------------------------------------- --------- --------
<S> <C> <C>
Steven A. Rothstein - Chairman, Chief Executive Officer
and President 707,234(1) 33.70%
Gary A. Rosenberg - Director 127,194(2) 6.66%
James C. Holcomb, Jr. - Director 19,385(3) 1.08%
D.S. Patel- Director - -
Robert H. Daskal - Senior Vice President, Chief Financial
Officer, Treasurer and Secretary 62,601(2) 3.39%
Michael A. Bresner - President of National 85,000(2) 4.55%
All executive officers and directors of the Company as a group (eight persons) 1,075,955(4) 43.83%
</TABLE>
(1) Includes 58,550 shares owned by direct family members, 49,210 shares owned
by retirement plans and 316,001 shares of vested unexercised stock options.
(2) Includes only shares of vested unexercised stock options.
(3) Includes 9,385 shares owned indirectly through US Holdings and 10,000
shares of vested unexercised stock options.
(4) Includes 672,342 shares of vested unexercised stock options.
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<PAGE> 11
PROPOSAL II:
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Feldman Sherb Horowitz & Co., P.C. as the
Company's independent public accountants for the fiscal year ending
September 29, 2000. A resolution will be presented at the meeting to ratify
the appointment of Feldman Sherb Horowitz & Co., P.C. The Company does not
expect that a representative of Feldman Sherb Horowitz & Co., P.C. will be
present at the Annual Meeting.
The Board of Directors recommends a vote FOR ratification of the appointment of
Feldman Sherb Horowitz & Co., P.C. as the Company's independent public
accountants for the fiscal year ending September 29, 2000. In the absence of
direction, the shares represented by your proxy will be voted FOR such election.
VOTING PROCEDURES
The Company has one class of voting shares outstanding, namely Common Shares, of
which there were 1,782,725 outstanding at the close of business on January 14,
2000 (the "Record Date"). Each shareholder present or represented at the Annual
Meeting will be entitled to one vote per share. Shareholder action requires the
affirmative vote by the holders of a majority of the common stock voting at the
Annual Meeting. It is presently anticipated that votes will be cast by a show of
hands.
SHAREHOLDER PROPOSALS
Shareholders proposals intended to be considered at the 2000 Annual Meeting of
Shareholders must be received by the Company no later than September 18, 2000.
The proposal must be mailed to the Company's principal executive offices, 875
North Michigan Avenue, Suite 1560, Chicago, Illinois 60611, Attention: Robert H.
Daskal. Such proposals may be included in next year's proxy statement if they
comply with SEC Rule 14a-8.
OTHER MATTERS
The Company will bear the cost of solicitation of proxies. Proxies will be
solicited by mail. They may also be solicited by officers and regular employees
of the Company and its subsidiaries personally or by telephone, but such persons
will not be specifically compensated for such services. Brokerage houses,
custodians, nominees and fiduciaries will be requested to forward the soliciting
material to the beneficial owners of stock held of record by such persons and
will be reimbursed for their reasonable expenses incurred in connection
therewith.
Management knows of no business to be brought before the Annual Meeting of
Shareholders other than that set forth herein. However, if any other matters
properly come before the meeting, it is the intention of the persons named in
the proxy to vote such proxy in accordance with their judgment on such matters.
Even if you plan to attend the meeting in person, please execute, date and
return the enclosed proxy promptly. Should you attend the meeting, you may
revoke the proxy by voting in person. A postage-paid, return-addressed envelope
in enclosed for your convenience. Your cooperation in giving this your prompt
attention will be appreciated.
By Order of the Board of Directors,
/s/ ROBERT H. DASKAL
--------------------
Robert H. Daskal, Secretary
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OLYMPIC CASCADE FINANCIAL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF OLYMPIC CASCADE FINANCIAL CORPORATION.
The undersigned stockholder of Olympic Cascade Financial Corporation (the
Company ) hereby constitutes and appoints Steven A. Rothstein, attorney and
proxy of the undersigned, with power of substitution, to attend, vote and act
for the undersigned at the Annual Meeting of Shareholders of the Company, a
Delaware corporation, to be held on March 8, 2000 at 3:00 p.m. local time in the
Board Room of Suite 2800 at 111 East Wacker Drive, Chicago Illinois 60601 and at
any adjournments thereof, with respect to the following on the reverse side of
this proxy card:
Please mark your votes as in this example.
Proposals:
1. To elect the nominees for directors named in the accompanying Proxy
Statement.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
- --------------------------------------------------------------------------------
2. To appoint Feldman Sherb Horowitz & Co., P.C. as independent public
accountants of the Company for the fiscal year ending September 29,
2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(To be continued and signed on reverse side)
<PAGE> 13
If not otherwise directed, this proxy will be voted FOR each of the two
proposals listed on the reverse side of this card.
The Board of Directors recommends voting in favor of each of the two proposals.
PLEASE DATE, SIGN AND MAIL AT ONCE IN THE ENCLOSED POSTAGEPAID ENVELOPE.
Signature
------------------------------------
Date
------------------------------------
Signature
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(if held jointly)
Date
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Note: Please sign exactly as your
name appears hereon. If signing as
attorney, executor, administrator,
trustee, guardian or the like, please
give your full title as such. If
signing for a corporation, please
give your title.
