UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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)
June 27, 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. 6)
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 628,133**
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
628,133**
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
628,133**
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.1%***
--------------------------------------------------------------------------------
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 628,133 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. 6)
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 428,686**
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 628,133***
PERSON --------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
428,686**
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
628,133***
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,056,819***
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.4%***
--------------------------------------------------------------------------------
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 367,000 shares of vested unexercised stock options and
15,386 warrants.
*** This amount includes 628,133 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. 6)
Item 1. Security and Issuer.
This Amendment No. 6 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 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:
On June 28, 2005, the Company announced that it has entered into an
Amended and Restated Agreement and Plan of Merger, dated as of June 27, 2005
(the "Amended and Restated Merger Agreement") by and among the Company, First
Montauk Financial Corp. ("First Montauk"), and OLY Acquisition Corporation, a
wholly owned subsidiary of First Montauk ("Merger Sub"). Under the terms of the
Amended and Restated Merger Agreement, Merger Sub will merge with and into the
Company (the "Merger"). The Company will be the surviving corporation of the
Merger and will become a wholly owned subsidiary of First Montauk.
Pursuant to the Amended and Restated Merger Agreement, the Board of
Directors of the Company following the closing is expected to be comprised of
seven persons, three of which will be designated by each of the Company and
First Montauk. Pursuant to the Amended and Restated Merger Agreement, Mark
Goldwasser is one of the three designees of the Company.
In connection with the Amended and Restated Merger Agreement, at the
specific request of First Montauk, and as an inducement to First Montauk's
willingness to enter into the Amended and Restated Merger Agreement, One Clark
LLC entered into a Voting Agreement and Irrevocable Proxy with First Montauk
(the "Voting Agreement") on June 27, 2005.
Pursuant to the Voting Agreement, One Clark LLC agreed that at every
meeting of the stockholders of the Company called with respect to any of the
following, and at every adjournment thereof, and on every action or approval by
written consent of the stockholders of the Company with respect to any of the
following, to vote its shares of the Common Stock or any other securities
convertible into or exchangeable for Common Stock (the "Securities"): (i) in
favor of approval of the Amended and Restated Merger Agreement, the Merger, the
transactions contemplated thereby and any matter that could reasonably be
expected to facilitate the Merger; (ii) in favor of any alternative structure as
may be agreed upon by the Company and First Montauk to effect the acquisition by
First Montauk of the Company or of control of the Company; provided that such
alternative structure is on terms in the aggregate no less favorable to the
Company's stockholders than the terms of the Merger set forth in the Amended and
Restated Merger Agreement; and (iii) against the consummation of any Superior
Proposal (as that term is defined in the Amended and Restated Merger Agreement)
or any other action, proposal, agreement or transaction (other than the Merger,
the Amended and Restated Merger Agreement or the transactions contemplated
thereby) that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Amended
and Restated Merger Agreement, which could result in any of the conditions to
the Company's obligations under the Amended and Restated Merger Agreement not
being fulfilled or which would be inconsistent with the Merger or any other
transaction contemplated by the Amended and Restated Merger Agreement.
Further, One Clark LLC agreed not to, directly or indirectly (i) transfer,
sell, assign, give, pledge, exchange or pledge, or otherwise dispose of or
encumber any of its Securities, or to make any offer or agreement relating
thereto; (ii) deposit any of the Securities into a voting trust or enter into a
voting agreement or arrangement with respect to such Securities or grant any
proxy or power of attorney with respect thereto, in each case, in a manner that
conflicts or may conflict with One Clark LLC's obligations under the Voting
Agreement; or (iii) enter into any contract, option or other arrangement or
undertaking with respect to the direct or indirect sale, assignment, transfer,
exchange or other disposition of or transfer of any interest in or the voting of
any of the Securities, in each case, in a manner that conflicts or may conflict
with One Clark LLC's obligations under the Voting Agreement.
The Voting Agreement may be terminated at the option of either party at
any time after the earlier of (i) the effective time of the Amended and Restated
Merger Agreement and (ii) the date on which the Amended and Restated Merger
Agreement is terminated in accordance with its terms.
The foregoing description of the Merger, the Amended and Restated Merger
Agreement and the Voting Agreement is qualified in its entirety by reference to
the Amended and Restated Merger Agreement and the Voting Agreement. The Amended
and Restated Merger Agreement and the Voting Agreement are each filed as an
exhibit to this report and are incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Item 6 is hereby amended and supplemented by adding thereto the following:
See Item 4 above.
Item 7. Material to be Filed as Exhibits
Exhibit 1: Amended and Restated Agreement and Plan of Merger, dated
June 27, 2005, by and among Olympic Cascade Financial
Corporation, OLY Acquisition Corporation and First Montauk
Financial Corp. (incorporated by reference from Exhibit 10.46
to Olympic Cascade Financial Corporation's Current Report on
Form 8-K, filed June 29, 2005).
Exhibit 2: Voting Agreement and Irrevocable Proxy, dated June 27,
2005, by and among One Clark LLC and First Montauk Financial
Corp.
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: June 29, 2005
ONE CLARK LLC
By: /s/ Mark Goldwasser
-------------------
Name: Mark Goldwasser
Title: Manager
/s/ Mark Goldwasser
-------------------
Mark Goldwasser