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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
OLYMPIC CASCADE FINANCIAL CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
68158N106
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(CUSIP Number)
Mr. Mark Roth, Olympic Cascade Financial Corp.
1001 Fourth Avenue, Suite 2200, Seattle, Washington 98154
(206) 622-7200
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 25, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 68158N106 PAGE 2 OF 3 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marshall S. Geller
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 99,315 (See Item 6 of Attachment)
OWNED BY EACH
REPORTING ---------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
99,315
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10 SHARED DISPOSITIVE POWER
---
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,315
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2 of 3
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ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates is the Common
Stock of Olympic Cascade Financial Corporation (the "Issuer").
ITEM 2. IDENTITY AND BACKGROUND
The name of the individual filing this statement is Marshall Geller with
business address of 1875 Century Park East, Suite 2200, Los Angeles, California
90067. Mr. Geller's principal occupation is that of a principal of Geller &
Friend Capital Partners.
During the last five years, Mr. Geller has not been convicted in a criminal
proceeding.
During the last five years, Mr. Geller has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding, was or is the subject to a judgment, decree or
final order enjoining future federal or state securities laws or finding any
violation with respect to such laws.
Mr. Geller is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
Securities received in exchange for the transfer to the Issuer of all of the
reporting person's interest in L.H. Friend, Weinress, Frankson & Presson, Inc.
(the "Target").
ITEM 4. PURPOSE OF TRANSACTION
See item 3.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Per inquiry of the Issuer, 1,355,367 shares are outstanding at time of filing.
Reporting person owns 99,315 shares or 7.4%.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The reporting person has entered into a Voting Agreement with the Issuer
pursuant to which the reporting person agrees to vote all of his shares owned in
favor of the election of persons nominated by the board of directors of the
Issuer to serve on the board.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 7.1 - Voting Agreement dated March 7, 1997 by and among certain
stockholders of the Target and the Issuer.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
July 1, 1997
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Date
Signature:
/s/ Marshall S. Geller
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Marshall S. Geller
3 of 3
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EXHIBIT 7.1
VOTING AGREEMENT
This VOTING AGREEMENT ("Agreement") is entered into as of
March 17, 1997, by and among the stockholders listed on the signature page
hereof (individually, a "Stockholder" and collectively, the "Stockholders") for
the benefit of Olympic Cascade Financial Corporation, a Delaware corporation
(the "Company"), with respect to the following facts:
A. Pursuant to that certain Exchange Agreement and Plan of
Reorganization (the "Exchange Agreement"), dated as of February 12, 1997,
entered into by and among the Company, L.H. Friend, Weinress, Frankson &
Presson, Inc., a California corporation ("LHF"), and the Stockholders, the
Stockholders have acquired and are the owners, beneficially and of record, of
250,000 shares of the Company's $.02 par value common stock (the "Common
Stock"). All shares of Common Stock held at any time during the term of this
Agreement by the Stockholders are referred to collectively as the "Shares."
B. Each of the Stockholders will benefit from the consummation
of the transactions contemplated by the Exchange Agreement.
C. The execution and delivery of this Agreement is a condition
to the consummation of the transactions contemplated by the Exchange Agreement.
D. As of the date of this Agreement, the number of directors
authorized by the Company's charter documents to serve on the Board of Directors
(the "Board") may be determined by the Board from time to time and the number of
directors currently serving on the Board of Directors is five (5).
E. As of the date of this Agreement, there are a total of
953,929 shares of Common Stock outstanding.
NOW, THEREFORE, the Stockholders hereby agree as follows:
1. Voting Agreement.
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(a) Filing of Agreement. Upon execution
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of this Agreement, a copy of this Agreement will be filed with the corporate
secretary of the Company and held at the principal executive office of the
Company (which copy shall be open to inspection by any stockholder of the
Company daily during business hours).
(b) Term of Voting Arrangement. The
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voting arrangement set forth in this Agreement will remain in effect until the
date two (2) years and six
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(6) months from the date hereof. The period during which this Agreement is in
effect is herein referred to as the "Term."
(c) Election of Directors. Each of the
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Stockholders hereby agrees, during the Term, to vote all of the Shares owned by
such Stockholder (at any meeting of the Company's stockholders or in any action
taken by written consent of the Company's stockholders) in favor of the election
of the person or persons nominated by the Board as Directors to serve on the
Board. In the event that any Stockholder is not able to attend any meeting of
stockholders of the Company, such Stockholder shall notify the Board of such
fact and shall grant the Board or its designee(s) a proxy to vote such
Stockholder's Shares at such meeting in favor of the person or persons nominated
by the Board.
(d) Voting of Shares. Except as required by
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Section 1(c), at all Stockholders' meetings and in connection with all consents
of the Stockholders of the Company obtained without a meeting, the Stockholders
shall have complete discretion in voting their Shares on any and all matters
submitted to the Stockholders of the Company other than the election of
Directors of the Company.
(e) No Transfer Limitation. Nothing herein is
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intended to or shall prevent any Stockholder from selling or otherwise
transferring such Stockholder's Shares, which Shares shall thereafter not be
subject to this Agreement.
2. Miscellaneous.
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(a) Further Assurances. The parties agree to
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perform all such acts, including without limitation the execution of documents,
as may reasonably be requested by the Board in order to more fully effectuate
the purposes of this Agreement.
(b) Consent to Amendments. Except as otherwise
---------------------
expressly provided in this Agreement, the provisions of this Agreement may be
amended only by a writing signed by all parties.
(c) Successors and Assigns. All covenants and
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agreements contained in this Agreement by or on behalf of any of the parties
will bind and inure to the benefit of the respective successors and assigns of
the parties.
(d) Severability. Whenever possible, each
------------
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Agreement
is held to be prohibited by or invalid under applicable law, such provision will
be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.
2
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(e) Counterparts. This Agreement may be
------------
executed in two or more counterparts, any one of which need not contain the
signatures of more than one party, but all such counterparts taken together,
will constitute one and the same Agreement.
(f) Notices. All notices, demands or other
-------
communications to any party under this Agreement shall be in writing (including
facsimile transmission), shall be sent only by facsimile, by certified mail, by
nationally recognized courier service or by personal delivery; and shall be
given to the Stockholders at the address set forth below each such Stockholder's
signature.
All such notices, demands, requests or other communications shall be deemed
received on the date of receipt by the recipient if received prior to 5:00 p.m.
in the place of receipt and such day is a business day in the place of receipt
(except if sent by facsimile, in which case they will be deemed received upon
confirmation of transmission by person or machine). Otherwise, any such notice,
demand, request or other communication shall be deemed not to have been received
until the next succeeding business day in the place of receipt. A copy of each
notice sent to any Stockholder should also be sent to David L. Ficksman, Esq.,
Loeb & Loeb LLP, 1000 Wilshire Boulevard, Suite 1800, Los Angeles, California
90017.
(g) Share Ownership. Each of the Stockholders
---------------
hereby represents and warrants to the Board that (i) such Stockholder is the
record and beneficial owner of the number of shares of Common Stock listed under
its name on the signature page hereof and (ii) he has the sole right to exercise
all voting rights connected with its Shares.
(h) Governing Law. This Agreement shall be
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governed by and construed in accordance with the laws of the State of California
applicable to contracts made and to be performed wholly therein.
3. Termination. In the event that (i) the
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Company or LHF, as the case may be, fails to timely or properly perform any of
its material agreements or covenants under (A) the Exchange Agreement, (B) the
Investor Rights Agreement (as defined in the Exchange Agreement, or (C) the
Employment Agreements (as defined in the Exchange Agreement), and such failure
continues for a period of thirty (30) days, or (ii) the Stockholders become
entitled to and do elect to declare the entire unpaid principal balance of the
Promissory Note (as defined in the Exchange Agreement) together with all accrued
interest thereon to be immediately due and payable upon the occurrence of an
Event of Default (as defined in the Promissory Note), then, in each case, this
Agreement shall, automatically and without any action by the Stockholders,
terminate and be of no further force or effect.
3
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IN WITNESS WHEREOF, the undersigned have executed this Voting
Agreement as of the date first above written.
STOCKHOLDERS:
/s/ Larry H. Friend
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Larry H. Friend
Shares Owned (together with Darren
Friend): 100,000 shares
Address:
3333 Michelson Drive, Suite 650
Irvine, California 92612-1686
Fax: (714) 852-0430
/s/ Darren Friend
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Darren Friend
Shares Owned (together with Larry H.
Friend): 100,000 shares
Address:
3333 Michelson Drive, Suite 650
Irvine, California 92612-1686
Fax: (714) 852-0430
/s/ Marshall S. Geller
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Marshall S. Geller
Shares Owned: 99,315 shares
Address:
1875 Century Park East, Suite 2200
Los Angeles, California 90067
Fax: (310) 553-0257
S-1
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/s/ Stephen D. Weinress
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Stephen D. Weinress, Trustee of the
Weinress Family Living Trust dated
March 26, 1996
Shares Owned (together with Catherine
M. Weinress): 20,548 shares
Address:
1875 Century Park East, Suite 2200
Los Angeles, California 90067
Fax: (310) 229-3740
/s/ Catherine M. Weinress
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Catherine M. Weinress, Trustee of
the Weinress Family Living Trust
dated March 26, 1996
Shares Owned (together with Stephen D.
Weinress): 20,548 shares
Address:
1875 Century Park East, Suite 2200
Los Angeles, California 90067
Fax: (310) 229-3740
/s/ Carl Frankson, Jr.
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Carl Frankson, Jr.
Shares Owned: 13,699 shares
Address:
3333 Michelson Drive, Suite 650
Irvine, California 92612-1686
Fax: (714) 852-0430
S-2
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/s/ Gregory E. Presson
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Gregory E. Presson
Shares Owned: 13,699 shares
Address:
3333 Michelson Drive, Suite 650
Irvine, California 92612-1686
Fax: (714) 852-0430
/s/ Marjorie E. Goddard
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Marjorie E. Goddard
Shares Owned: 1,370 shares
Address:
1875 Century Park East, Suite 2200
Los Angeles, California 90067
Fax: (310) 229-3740
/s/ Kenneth L. Fader
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Kenneth L. Fader
Shares Owned: 1,370 shares
Address:
3333 Michelson Drive, Suite 650
Irvine, California 92612-1686
Fax: (714) 852-0430
S-3
