UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Cascade Financial Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
14727210-8
(CUSIP Number)
Arthur W. Skotdal
c/o Douglas A. Schafer, Attorney
P.O. Box 1134, Tacoma, WA 98401-1134
(253) 383-2167
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 6, 2000
(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 this 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 of 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.)
Page 1 of 11
<PAGE>
CUSIP No. 14727210-8
1. Name of Reporting Person Arthur W. Skotdal
S.S. or I.R.S. Identification ###-##-####
No. of Above Person
2. Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [X]
3. SEC Use Only
4. Source of Funds PF
5. Check Box if Disclosure of Legal [ ]
Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of United States
Organization
Number of 7. Sole Voting Power 144,351
Shares 8. Shared Voting
Beneficially Power 241,238
Owned by 9. Sole Dispositive
Each Report- Power 144,351
ing Person 10. Shared Dispositive
With Power 241,238
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 385,589
12. Check Box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
13. Percent of Class Represented 7.0%
by amount in Row (11)
14. Type of Reporting Person IN
Page 2 of 11
<PAGE>
CUSIP No. 14727210-8
1. Name of Reporting Person Skotdal Quality Investments, L.L.C.
S.S. or I.R.S. Identification 91-1956789
No. of Above Person
2. Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [X]
3. SEC Use Only
4. Source of Funds WC
5. Check Box if Disclosure of Legal [ ]
Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Washington State
Organization
Number of 7. Sole Voting Power 144,351
Shares 8. Shared Voting
Beneficially Power -0-
Owned by 9. Sole Dispositive
Each Report- Power 144,351
ing Person 10. Shared Dispositive
With Power -0-
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 144,351
12. Check Box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
13. Percent of Class Represented 2.6%
by amount in Row (11)
14. Type of Reporting Person OO
Page 3 of 11
<PAGE>
CUSIP No. 14727210-8
1. Name of Reporting Person Andrew P. Skotdal
S.S. or I.R.S. Identification ###-##-####
No. of Above Person
2. Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [X]
3. SEC Use Only
4. Source of Funds PF
5. Check Box if Disclosure of Legal [ ]
Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of United States
Organization
Number of 7. Sole Voting Power -0-
Shares 8. Shared Voting
Beneficially Power 241,238
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
With Power 241,238
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 241,238
12. Check Box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
13. Percent of Class Represented 4.4%
by amount in Row (11)
14. Type of Reporting Person IN
Page 4 of 11
<PAGE>
CUSIP No. 14727210-8
1. Name of Reporting Person Craig G. Skotdal
S.S. or I.R.S. Identification ###-##-####
No. of Above Person
2. Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [X]
3. SEC Use Only
4. Source of Funds PF
5. Check Box if Disclosure of Legal [ ]
Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of United States
Organization
Number of 7. Sole Voting Power -0-
Shares 8. Shared Voting
Beneficially Power 241,238
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
With Power 241,238
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 241,238
12. Check Box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
13. Percent of Class Represented 4.4%
by amount in Row (11)
14. Type of Reporting Person IN
Page 5 of 11
<PAGE>
CUSIP No. 14727210-8
1. Name of Reporting Person Skotdal Brothers, L.L.C.
S.S. or I.R.S. Identification 91-1926102
No. of Above Person
2. Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [X]
3. SEC Use Only
4. Source of Funds WC
5. Check Box if Disclosure of Legal [ ]
Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Washington State
Organization
Number of 7. Sole Voting Power 241,238
Shares 8. Shared Voting
Beneficially Power -0-
Owned by 9. Sole Dispositive
Each Report- Power 241,238
ing Person 10. Shared Dispositive
With Power -0-
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 241,238
12. Check Box if the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
13. Percent of Class Represented 4.4%
by amount in Row (11)
14. Type of Reporting Person OO
Page 6 of 11
<PAGE>
ITEM 1 - SECURITY AND ISSUER.
Common stock, $0.01 par value
Cascade Financial Corporation
2828 Colby Ave.
Everett, Washington 98201
ITEM 2 - IDENTITY AND BACKGROUND
This is Amendment No. 3 to the Schedule 13D dated May 13, 1994, initially
filed by the three reporting individuals. Their Schedule 13D as last amended
in March of 1998 reported their aggregate beneficial ownership of 6.0% of the
issuer's common shares. This Amendment No. 3 reports the material increase, by
one percentage point, in their aggregate beneficial ownership and reports
their two controlled Washington limited liability companies through which they
now hold their securities of the issuer. They have elected not to file
Schedule 13G as passive investors for that would thereafter require annual
filings to report even immaterial changes in the information previously
reported. The reporting persons disclaim that they are acting in concert as a
group or that they beneficially own each other's shares, except that Arthur W.
Skotdal acknowledges beneficial ownership of the shares reported by Skotdal
Quality Investments, L.L.C., and Andrew P. Skotdal and Craig G. Skotdal
acknowledge beneficial ownership of the shares reported by Skotdal Brothers,
L.L.C.
(a) Name of Group Member: Arthur W. Skotdal
(b) Address: 2910 Colby Ave., Suite 200, Everett, WA 98201
(c) Principal occupation and employer: Private investor in real estate and
president of Skotdal Enterprises, Inc., a real estate development and
management firm at 2910 Colby Ave., Suite 200, Everett, WA 98201.
(d) Criminal convictions within five years: None
(e) Securities law violations within five years: None
(f) Citizenship: U.S.A.
(a) Name of Group Member: Skotdal Quality Investments, L.L.C.
(b) State of Organization: State of Washington.
(c) Address: 2910 Colby Ave., Suite 200, Everett, WA 98201
(d) Principal Business: Passive Investments.
(e) Criminal convictions within five years: None
(f) Securities law violations within five years: None
(a) Name of Group Member: Andrew P. Skotdal
(b) Address: P.O. Box 5267, Everett, WA 98206-5267
(c) Principal occupation and employer: Manager at KRKO Radio, a radio
station at 7115 Larimer Rd., Everett, WA 98208
(d) Criminal convictions within five years: None
(e) Securities law violations within five years: None
(f) Citizenship: U.S.A.
Page 7 of 11
<PAGE>
(a) Name of Group Member: Craig G. Skotdal
(b) Address: 2910 Colby Ave., Suite 300, Everett, WA 98201
(c) Principal occupation and employer: Manager at Skotdal Enterprises, Inc.,
a real estate development and management firm at 2910 Colby Ave., Suite
200, Everett, WA 98201.
(d) Criminal convictions within five years: None
(e) Securities law violations within five years: None
(f) Citizenship: U.S.A.
(a) Name of Group Member: Skotdal Brothers, L.L.C.
(b) State of Organization: State of Washington.
(c) Address: 2910 Colby Ave., Suite 300, Everett, WA 98201
(d) Principal Business: Passive Investments.
(e) Criminal convictions within five years: None
(f) Securities law violations within five years: None
ITEM 3 - SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Skotdal Brothers, L.L.C., used working capital contributed by its sole
members, Andrew P. Skotdal and Craig G. Skotdal, to purchase in the public
market the 12,781 shares reported in Item 5. All individually immaterial
purchases not previously reported by the reporting persons were also made in
the public market with personal funds or capital contributed to the investment
limited liability companies.
ITEM 4 - PURPOSE OF TRANSACTION
The shares were acquired solely for investment purposes. Members of the
group may acquire additional shares for investment. Members of the group have
no plans or proposals for any changes in management or directors, or
extraordinary corporate changes or transactions, concerning the issuer.
ITEM 5 - INTEREST IN THE SECURITIES OF THE ISSUER
For the group:
(a) Number of securities owned beneficially: 385,589
(Without duplicating shares deemed owned by two or more group members.)
Percentage of class: 7.0%
Arthur W. Skotdal:
(a) Number of securities owned beneficially: 385,589
Percentage of class: 7.0%
(b) Sole voting power: 144,351
Shared voting power: 241,238
Sole dispositive power: 144,351
Shared dispositive power: 241,238
(c) Transactions in issuer's securities during past 60 days: None
Page 8 of 11
<PAGE>
Skotdal Quality Investments, L.L.C.:
(a) Number of securities owned beneficially: 144,351
Percentage of class: 2.6%
(b) Sole voting power: 144,351
Shared voting power: -0-
Sole dispositive power: 144,351
Shared dispositive power: -0-
(c) Transactions in issuer's securities during past 60 days: None
Andrew P. Skotdal:
(a) Number of securities owned beneficially: 241,238
Percentage of class: 4.4%
(b) Sole voting power: -0-
Shared voting power: 241,238
Sole dispositive power: -0-
Shared dispositive power: 241,238
(c) Transactions in issuer's securities during past 60 days:
(See transactions by Skotdal Brothers, L.L.C., below.)
Craig G. Skotdal:
(a) Number of securities owned beneficially: 241,238
Percentage of class: 4.4%
(b) Sole voting power: -0-
Shared voting power: 241,238
Sole dispositive power: -0-
Shared dispositive power: 241,238
(c) Transactions in issuer's securities during past 60 days:
(See transactions by Skotdal Brothers, L.L.C., below.)
Skotdal Brothers, L.L.C.:
(a) Number of securities owned beneficially: 241,238
Percentage of class: 4.4%
(b) Sole voting power: 241,238
Shared voting power: -0-
Sole dispositive power: 241,238
Shared dispositive power: -0-
Page 9 of 11
<PAGE>
(c) Transactions in issuer's securities during past 60 days:
12/16/99 Purchased 10,781 shares at $11.75 per share through a broker.
12/29/99 Purchased 1,000 shares at $10.75 per share through a broker.
01/06/00 Purchased 1,000 shares at $10.38 per share through a broker.
For the Group:
(d) No other persons are known to have the right to receive dividends from,
or the proceeds from the sale of, any of the securities referred to in this
item.
(e) Date reporting person ceased to be 5% owner: Not applicable.
ITEM 6 - CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no written agreements between the members of the group. Both
Andrew P. Skotdal and Craig G. Skotdal are of legal age, and neither resides
with their father, Arthur W. Skotdal. Because of the family relationship and
the investment advice and assistance offered by the father to his sons, the
three persons and their two controlled limited liability companies that hold
their shares may be deemed a group under Section 13(d)(3) of the Act.
ITEM 7 - MATERIAL TO BE FILED AS EXHIBITS
Exhibit A is an agreement of the reporting persons that this statement is
filed on behalf of each of them, as required by SEC Rule 13d-1(f)(1).
SIGNATURES
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.
January 19, 2000 Arthur W. Skotdal
(Date) (Signature)
January 19, 2000 Skotdal Quality Investments, L.L.C.
(Date) by Arthur W. Skotdal, Manager
(Signature)
January 19, 2000 Andrew P. Skotdal
(Date) (Signature)
January 19, 2000 Craig G. Skotdal
(Date) (Signature)
January 19, 2000 Skotdal Brothers, L.L.C.
(Date) by Andrew P. Skotdal, Manager
(Signature)
by Craig G. Skotdal, Manager
(Signature)
Page 10 of 11
EXHIBIT A
AGREEMENT TO FILE JOINT SCHEDULE 13D/A
We agree, in accordance with SEC Rule 13d-1(f)(1)(iii), that the
Amendment No. 3 to Schedule 13D, to which this agreement is attached as an
exhibit, is filed on behalf of each of us.
January 19, 2000 Arthur W. Skotdal
(Date) (Signature)
January 19, 2000 Skotdal Quality Investments, L.L.C.
(Date) by Arthur W. Skotdal, Manager
(Signature)
January 19, 2000 Andrew P. Skotdal
(Date) (Signature)
January 19, 2000 Craig G. Skotdal
(Date) (Signature)
January 19, 2000 Skotdal Brothers, L.L.C.
(Date) by Andrew P. Skotdal, Manager
(Signature)
by Craig G. Skotdal, Manager
(Signature)
Page 11 of 11
