-----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, GNLGLeLqjPLHoaj25ST/+xNq9VK/6Zrc5XTslPb/adBsvH0/jcCE4rTf5pDqPtcp euryPzK6fShd4EFe/2hjMw== 0000950148-99-000233.txt : 19990211 0000950148-99-000233.hdr.sgml : 19990211 ACCESSION NUMBER: 0000950148-99-000233 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990210 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: 0926 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51125 FILM NUMBER: 99527558 BUSINESS ADDRESS: STREET 1: 1001 FOURTH AVENUE STREET 2: STE 2200 CITY: SEATTLE STATE: WA ZIP: 98154 BUSINESS PHONE: 3127518833 MAIL ADDRESS: STREET 1: 1001 FOURTH AVENUE STREET 2: STE 2200 CITY: SEATTLE STATE: WA ZIP: 98154 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GELLER MARSHALL S CENTRAL INDEX KEY: 0000925236 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1875 CENTURY PARK EAST STREET 2: SUITE 2200 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3105530177 MAIL ADDRESS: STREET 1: 1875 CENTURY PARK EAST SUITE 2200 CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13D/A 1 SCHEDULE 13D/A 1 OMB APPROVAL OMB No. 3235-0145 Expires September 30, 1998 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* OLYMPIC CASCADE FINANCIAL CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.02 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 68158N106 - -------------------------------------------------------------------------------- (CUSIP Number) Morton M. Rosenfeld, Esq., Rosenfeld, Wolff, Aronson, Kurland & Klein 2049 Century Park East, Suite 3090, Los Angeles, CA 90067 (310) 556-1221 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 5 and December 30, 1998; February 4, 1999 - -------------------------------------------------------------------------------- (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). (Continued on following page(s)) (Page 1 of 4 Pages) 2 CUSIP No. 68158N106 SCHEDULE 13D Page 2 of 4 Pages --------------------- -------- -------- (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Marshall S. Geller --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) SOURCE OF FUNDS* Not Applicable --------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) --------------------------------------------------------------------- (6) Citizenship or Place of Organization --------------------------------------------------------------------- (7) Sole Voting Power Number of Shares -------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by 16,537 Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With 16,537 -------------------------------------------------------- (10) Shared Dispositive Power -------- -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 16,537 --------------------------------------------------------------------- (12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares* [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 1.1% --------------------------------------------------------------------- (14) Type of Reporting Person* IN --------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 Amendment No. 2 to Schedule 13D of Marshall S. Geller, an individual ("Geller") continues as follows: ITEM 5. Interest in Securities of the Issuer. (a) Geller has disposed of virtually all of his shares of the Issuer's common stock and his beneficial ownership is now less than 5%. He owns beneficially 16,537 shares of the Issuer's common stock consisting of 16,537 shares underlying presently exercisable warrants, which 16,537 shares represent approximately 1.1% of the outstanding shares of the Issuer's common stock. (b) Geller has sole dispositive or investment power over the 16,537 shares beneficially owned. Pursuant to an existing Voting Agreement between the Issuer and Geller, among others, Geller has shared voting power over the 16,537 shares. Such Voting Agreement requires Geller to vote all of his shares in favor of the election of the person or persons nominated by the Issuer's Board of Directors to serve as directors. On all other matters, Geller has unrestricted power to vote his beneficially owned shares. (c) On June 5, 1998, Geller sold 27,000 shares in a private transaction for $5.50 per share. On December 30, 1998, Geller sold 20,000 shares in market transactions at an average price of $2.45. On February 3, 1999 Geller sold 31,321 shares in market transactions at an average price of $7.32. On February 4, 1999, Geller sold 55,000 shares in market transactions at an average price of $8.81. On February 8, 1999, Geller sold 10,000 shares in market transactions at an average price of $4.34. The average price at which Geller sold shares in the above described market transactions was $6.93. Geller has disposed of all shares of the Issuer other than 16,537 shares underlying presently exercisable warrants. (d) Not applicable. (e) On February 4, 1999, Geller's beneficial ownership became less than 5%. Page 3 of 4 pages 4 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. /s/ MARSHALL S. GELLER -------------------------------- MARSHALL S. GELLER Date: February 9, 1999 Page 4 of 4 pages -----END PRIVACY-ENHANCED MESSAGE-----