UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
OLYMPIC CASCADE FINANCIAL CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
68158N106
(CUSIP Number)
ONE CLARK LLC
MARK GOLDWASSER
120 BROADWAY
NEW YORK, NY 10271
(212) 417-8000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MARCH 31, 2004
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box |_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 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).
SCHEDULE 13D
(AMENDMENT NO. 3)
CUSIP NO. 68158N106
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ONE CLARK LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a) |_|
(b) |X|*
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURUANT TO
ITEMS 2(d) or 2(e)
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 587,733**
BENEFICIALLY ----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON ----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
587,733**
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
587,733**
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%***
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
-------------------------------------------------------------------------------
* The reporting person expressly disclaims (i) the existence of any group
and (ii) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** This amount includes 587,733 shares of Common Stock issuable upon
conversion of the Company's Series A Convertible Preferred Stock (the
"Preferred Stock").
*** Calculated after including the above referenced shares of Common Stock
issuable upon conversion of the Preferred Stock in the numerator and the
denominator.
SCHEDULE 13D
(AMENDMENT NO. 3)
CUSIP NO. 68158N106
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK GOLDWASSER
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(a) |_|
(b) |X|*
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURUANT TO
ITEMS 2(d) or 2(e)
|X|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
---------------------------------- ---------- ----------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 46,300
BENEFICIALLY ----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 587,733***
PERSON ----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
305,719**
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
587,733***
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
939,752***
------------ -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
------------ -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.1%***
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* The reporting person expressly disclaims (i) the existence of any group
and (ii) beneficial ownership with respect to any shares other than the
shares owned of record by such reporting person.
** This amount includes 290,333 shares of vested unexercised stock options
and 15,386 warrants.
*** This amount includes 587,733 shares of Common Stock issuable upon
conversion of the Company's Series A Convertible Preferred Stock (the
"Preferred Stock").
**** Calculated after including the above referenced shares of Common Stock
issuable upon conversion of the Preferred Stock in the numerator and the
denominator.
SCHEDULE 13D
(AMENDMENT NO. 3)
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 3 amends and supplements the statements on Schedule 13D,
Amendment No. 2, Schedule 13D, Amendment No.1 and the Schedule 13D (the
"Schedule 13D") relating to the common stock, par value $.02 per share (the
"Common Stock"), of Olympic Cascade Financial Corporation, a Delaware
corporation (the "Company" or the "Issuer") and filed with the Securities and
Exchange Commission on behalf of the following persons: (i) One Clark LLC; and
(iii) Mark Goldwasser. Except as disclosed herein, there has been no change in
the information previously reported in the Schedule 13D. Capitalized terms not
defined herein shall have the meaning ascribed to them in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and supplemented by adding the following to the end of
the second paragraph of Item 4:
In March 2004, the Board of Directors of the Company declared and paid an
in-kind dividend effective March 31, 2004 to record holders of its Series A
Preferred Stock as of January 31, 2004. Dividends on the Series A Preferred
Stock accrue on a quarterly basis at a rate of 9% per annum per share. One Clark
was the beneficial owner of 7,862 shares of Series A Preferred Stock on the
record date. Such shares are convertible into shares of Common Stock at no
greater than $1.50 per share, or such lesser amount as the parties may agree and
subject to the rules and regulations of The American Stock Exchange.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and supplemented by adding thereto the following:
(a) According to the Company, there were 3,367,558 shares of Common Stock
outstanding as of February 23, 2004. One Clark LLC is the beneficial owner of
587,733 shares of Common Stock (including 587,733 shares of Common Stock
issuable upon conversion of the Company's Series A Convertible Preferred Stock),
which represents 14.9% of the outstanding shares of Common Stock.
Mark Goldwasser is the direct owner of owns 352,019 shares of Common Stock. Such
amount includes 290,333 shares issuable upon exercise of fully-vested stock
options, 15,386 shares issuable upon exercise of warrants and 46,300 shares of
Common Stock. Also, because Mr. Goldwasser is the Manager and a member of One
Clark LLC, Mr. Goldwasser may be deemed to own beneficially the 587,733 shares
of Common Stock issuable upon conversion of the Company's Series A Preferred
Stock held by One Clark LLC.
(b) One Clark LLC has the power to direct the vote of 587,733 shares of Common
Stock and the power to direct the disposition of 587,733 shares of Common Stock.
By virtue of his relationships with One Clark LLC, Mark Goldwasser may also be
deemed to have the power to direct the vote of 587,733 shares of Common Stock
and the power to direct the disposition of 587,733 shares of Common Stock
(c) Except as set forth in this Statement, there have been no sales or purchases
with respect to the Issuer's Shares effected during the past sixty days by any
of the Reporting Persons listed in (a) above.
(d) Not Applicable.
(e) Not Applicable.
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.
Dated: April 1, 2004
ONE CLARK LLC
By: /s/ Mark Goldwasser
---------------------------
Name: Mark Goldwasser
Title: Manager
/s/ Mark Goldwasser
------------------------------
Mark Goldwasser