UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
OLYMPIC CASCADE FINANCIAL CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
68158N106
(CUSIP Number)
Triage Partners LLC
90 Park Avenue, 39th Floor
New York, New York 10016
(212) 697-5200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 31, 2005
(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. 7)
CUSIP NO. 68158N106
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
Triage Partners LLC
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |X|*
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
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6. Citizenship or Place of Organization
New York
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7. Sole Voting Power
Number of
Shares 963,199**
Beneficially -----------------------------------------------------------------
Owned by
Each 8. Shared Voting Power
Reporting
Person With 0
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9. Sole Dispositive Power
963,199**
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
963,199**
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
17.0%***
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14. Type of Reporting Person (See Instructions)
OO
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* 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 628,199 shares of Common Stock issuable upon
conversion of the Company's Series A Convertible Preferred Stock (the
"Preferred Stock") and 50,000 warrants.
*** Calculated after including the above referenced shares of Common Stock
issuable upon conversion of the Preferred Stock, and upon conversion of
warrants in the numerator and the denominator.
SCHEDULE 13D
(Amendment No. 7)
CUSIP NO. 68158N106
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
Steven B. Sands
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |X|*
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3. SEC Use Only
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4. Source of Funds (See Instructions)
AF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
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6. Citizenship or Place of Organization
USA
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7. Sole Voting Power
Number of
Shares 10,000
Beneficially -----------------------------------------------------------------
Owned by
Each 8. Shared Voting Power
Reporting
Person With 963,199**
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9. Sole Dispositive Power
10,000
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10. Shared Dispositive Power
963,199**
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
973,199**
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
-------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
17.1%***
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14. Type of Reporting Person (See Instructions)
IN
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* 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 913,199 shares of Common Stock issuable upon
conversion of the Company's Series A Convertible Preferred Stock (the
"Preferred Stock") and 50,000 warrants.
*** Calculated after including the above referenced shares of Common Stock
issuable upon conversion of the Preferred Stock, and upon exercise of
options and warrants in the numerator and the denominator.
SCHEDULE 13D
(Amendment No. 7)
Item 1. Security and Issuer.
This Amendment No. 7 amends and supplements the statements on Schedule 13D, as
amended, (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 (i) Triage Partners LLC and (ii) Steven B.
Sands. 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 2. Identity and Background
Item 4 is hereby amended and supplemented by adding thereto the following:
On March 31, 2005, Steven B. Sands resigned as Chairman of the Board of
Directors of the Company and as a director of the Company, effective
immediately.
Item 4. Purpose of Transaction
Item 4 is hereby amended and supplemented by adding thereto the following:
In March 2005, the Board of Directors of the Company declared and paid an
in-kind dividend effective April 30, 2005 to record holders of its Series A
Preferred Stock as of March 31, 2005. Dividends on the Series A Preferred Stock
accrue on a quarterly basis at a rate of 9% per annum per share. Triage Partners
received a dividend of 606 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.
In connection with Mr. Sands' resignation as Chairman of the Board of Directors
and as a director, on March 31, 2005, the Board of Directors of the Company
approved the issuance to Mr. Sands or his designee of a three-year warrant to
purchase 50,000 shares of the Company's Common Stock at $1.25 per share. Mr.
Sands designated Triage Partners LLC as his designee for receipt of the
warrants.
As a result of Mr. Sands' resignation, the options to purchase 10,000 shares of
Common Stock of which he is the beneficial owner will expire on April 30, 2005.
Item 5. Interest in Securities of the Issuer.
(a) According to the Company, there were 4,995,878 shares of Common Stock
outstanding as of February 10, 2005. Triage Partners is the beneficial owner of
963,199 shares of Common Stock (including 628,199 shares of Common Stock
issuable upon conversion of the Company's Series A Convertible Preferred Stock
and 50,000 shares issuable upon exercise of warrants), which represents 17.0% of
the outstanding shares of Common Stock.
Steven B. Sands is the beneficial owner of 10,000 shares of Common stock
issuable upon exercise of options exercisable within 60 days. Additionally,
because Mr. Sands is the Manager and a member of Triage Partners, Mr. Sands may
be deemed to own beneficially the 963,199 shares of Common Stock held by Triage
Partners. Collectively, Mr. Sands' beneficial ownership represents 17.1% of the
outstanding shares of Common Stock.
(b) Triage Partners has the power to direct the vote of 963,199 shares of Common
Stock and the power to direct the disposition of 963,199 shares of Common Stock.
Mr. Sands has power to direct the vote and disposition of 10,000 shares of
Common Stock issuable upon exercise of options exercisable within 60 days.
Additionally, by virtue of his relationship with Triage Partners, Mr. Sands may
also be deemed to have the power to direct the vote of 963,199 shares of Common
Stock and the power to direct the disposition of 963,199 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 60 days by any of
the Reporting Persons listed in (a) above.
(d) Not Applicable.
(e) Not Applicable.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1: Warrant issued by the Company to Triage Partners LLC dated April
1, 2005.
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.
April 4, 2005
TRIAGE PARTNERS LLC
By: /s/ Steven B. Sands
-------------------
Name: Steven B. Sands
Title: Manager
/s/ Steven B. Sands
-------------------
Steven B. Sands