-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EHDtWiR4JJNHyapCEFNDi8GzzO2QoRTTw5fito3nSAwQYhYR/Geaei2Y9YfYxOah Nbhga4ITsESpxjFn3RVaMA== 0000898430-97-002834.txt : 19970704 0000898430-97-002834.hdr.sgml : 19970704 ACCESSION NUMBER: 0000898430-97-002834 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970703 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OLYMPIC CASCADE FINANCIAL CORP CENTRAL INDEX KEY: 0001023844 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 364128138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-51125 FILM NUMBER: 97636288 BUSINESS ADDRESS: STREET 1: 1001 FOURTH AVENUE STREET 2: STE 2200 CITY: SEATTLE STATE: WA ZIP: 98154 MAIL ADDRESS: STREET 1: 1001 FOURTH AVENUE STREET 2: STE 2200 CITY: SEATTLE STATE: WA ZIP: 98154 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRIEND LARRY H & DARREN JNT TENANTS WITH RIGHT OF SURVIVORSH CENTRAL INDEX KEY: 0001041805 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2 BERRENGER COURT CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 7148529911 MAIL ADDRESS: STREET 1: 2 BERRENGER COURT CITY: NEWPORT BEACH STATE: CA ZIP: 92660 SC 13D 1 FILING FOR LARRY H. FRIEND --------------------------------- OMB APPROVAL --------------------------------- OMB Number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours per response...14.90 --------------------------------- 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 - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 68158N106 ------------------------------------------------------- (CUSIP Number) Mr. Mark Roth, Olympic Cascade Financial Corp. 1001 Fourth Avenue, Suite 2200, Seattle, Washington 98154 (206) 622-7200 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 25, 1997 ------------------------------------------------------- (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). - ----------------------- --------------------- CUSIP NO. 68158N106 SCHEDULE 13D PAGE 2 OF 3 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Larry H. Friend and Darren Friend, Joint Tenants with Right of Survivorship - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] N/A (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 00 - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 N/A - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 USA - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF --- SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 100,000 (See Item 6 of Attachment) OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 100,000 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 --- - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 100,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 12 N/A - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 7.4% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 IN - ------------------------------------------------------------------------------ *SEE INSTRUCTION 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 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 individuals filing this statement are Larry H. Friend and Darren Friend, Joint Tenants with Right of Survivorship with business address of 3333 Michelson Drive, Suite 650, Irvine, CA 92715. Mr. Friend's principal occupation is that of Chairman & CEO of L.H. Friend, Weinress, Frankson & Presson, Inc. During the last five years, neither Mr. Friend nor Mrs. Darren Friend have been convicted in a criminal proceeding. During the last five years, neither Mr. Friend nor Mrs. Darren Friend have 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. Friend and Mrs. Darren Friend are citizens 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 persons' 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 persons own 100,000 shares or 7.4%. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The reporting persons have entered into a Voting Agreement with the Issuer pursuant to which the reporting persons agree 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 our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. July 1, 1997 - ------------ Date Signature: /s/ Larry H. Friend /s/ Darren Friend - ------------------- ----------------- Larry H. Friend/Joint Tenant Darren Friend/Joint Tenant with Right of Survivorship with Right of Survivorship 3 of 3 EX-7.1 2 VOTING AGREEMENT 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. ---------------- (a) Filing of Agreement. Upon execution 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 voting arrangement -------------------------- set forth in this Agreement will remain in effect until the date two (2) years and six (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 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 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 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. ------------- (a) Further Assurances. The parties agree to 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 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 (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 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 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 IN WITNESS WHEREOF, the undersigned have executed this Voting Agreement as of the date first above written. STOCKHOLDERS: /s/ Larry H. Friend ------------------- 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 ----------------- 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 ---------------------- 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 /s/ Stephen D. Weinress ----------------------- 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 ------------------------- 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. ---------------------- Carl Frankson, Jr. Shares Owned: 13,699 shares Address: 3333 Michelson Drive, Suite 650 Irvine, California 92612-1686 Fax: (714) 852-0430 S-2 /s/ Gregory E. Presson ---------------------- 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 ----------------------- 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 -------------------- Kenneth L. Fader Shares Owned: 1,370 shares Address: 3333 Michelson Drive, Suite 650 Irvine, California 92612-1686 Fax: (714) 852-0430 S-3 -----END PRIVACY-ENHANCED MESSAGE-----