UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(A)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Olympic Cascade Financial Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
68158N106
(CUSIP Number)
Strategic Turnaround Equity Partners, LP
c/o Galloway Capital Management, LLC
720 Fifth Avenue, 9th Floor
New York, N.Y. 10019
(212) 247-0581
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
February 6, 2006
(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(e),
13d-1(f), or 13d-1(g), check the following box: |_|.
SCHEDULE 13D
CUSIP No. 68158N106
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bruce Galloway
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2) CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a)
(b)
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3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS OO
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7) SOLE VOTING POWER
NUMBER OF 220,900
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 313,900
EACH --------------------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 220,900
WITH --------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
313,900
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
534,800 (1)
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.60%
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14) TYPE OF REPORTING PERSON
IN
(1) Includes 220,900 shares of Common Stock held by Mr. Galloway through Bruce
Galloway, IRA, 83,200 shares of Common Stock held by members of Mr. Galloway's
immediate family in accounts over which Mr. Galloway has full investment
discretion and 13,000 held by Rexon Galloway Capital Growth. Mr. Galloway has
full investment discretion in Rexon Galloway Capital Growth, an investment
company in which Mr. Galloway is a 50% owner. Also includes 217,700 shares held
by Strategic Turnaround Equity Partners, LP ("STEP"). Mr. Galloway is a managing
member and the majority equity holder of Galloway Capital Management, LLC, the
general partner of STEP. Mr. Galloway disclaims beneficial ownership of the
shares of Common Stock directly beneficially owned by Strategic Turnaround
Equity Partners, L.P. (except for (i) the indirect interests of Mr. Galloway by
virtue of being a member of Galloway Capital Management LLC, and (ii) the
indirect interests of Mr. Galloway by virtue of being a limited partner of
STEP).
SCHEDULE 13D
CUSIP No. 68158N106
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Strategic Turnaround Equity Partners, LP
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 217,700
EACH --------------------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
217,700
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
217,700 (2)
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.31%
--------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
(2) Includes 171,200 shares of common stock is held by STEP from shares
transferred transferred to STEP by limited partners, including Mr. Galloway, who
transferred 100,000 shares.
SCHEDULE 13D
CUSIP No. 68158N106
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gary Herman
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 6,000
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 217,700
EACH --------------------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 6,000
WITH --------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
217,700
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
223,700 (3)
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.43%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
(3) Includes 6,000 shares of Common Stock held by Mr. Herman as well as 217,700
shares in STEP. Mr. Herman is a managing member of Galloway Capital Management,
LLC, the general partner of STEP. Mr. Herman disclaims beneficial ownership of
the shares of Common Stock directly beneficially owned by Strategic Turnaround
Equity Partners, L.P. (except for the indirect interests of Mr. Herman by virtue
of being a member of Galloway Capital Management LLC).
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
common stock, par value $.02, (the "Common Stock") of Olympic Cascade Financial
Corporation, a Delaware corporation, (the "Company"). The principal executive
offices of the Company are located at 875 North Michigan Avenue, Suite 1560,
Chicago, IL 60611.
Item 2. Identity and Background.
This statement is being filed jointly by Strategic Turnaround Equity
Partners, L.P., Galloway Capital Management LLC, Gary L. Herman and Bruce
Galloway (collectively, the "Reporting Persons").
Strategic Turnaround Equity Partners, L.P., is a Delaware limited
liability partnership and is a fund focused on investing primarily in
undervalued public equities. Galloway Capital Management LLC is a Delaware
limited liability company principally engaged in serving as the general partner
of Strategic Turnaround Equity Partners, L.P. Gary L. Herman and Bruce Galloway
are citizens of the United States and (i) managing members of Galloway Capital
Management LLC, (ii) Mr. Galloway is a holder of the majority of the membership
interests in Galloway Capital Management LLC, and (iii) Mr. Galloway is a holder
of the majority of the partnership interests in Strategic Turnaround Equity
Partners, L.P.
The name and positions of the general partners and managing members of
each of the Reporting Persons are set forth below.
Strategic Turnaround Equity Partners, L.P. Delaware limited partnership
General Partner - Galloway Capital
Management LLC
Galloway Capital Management LLC Delaware limited liability company
Managing Member - Gary L. Herman
Managing Member - Bruce Galloway
Gary L. Herman Citizenship - United States
Managing Member - Galloway
Capital Management LLC
Managing Member - Strategic
Turnaround Equity Partners,
L.P.
Bruce Galloway Citizenship - United States
Managing Member - Galloway
Capital Management LLC
Managing Member - Strategic
Turnaround Equity Partners,
L.P.
The address of the principal business office of Strategic Turnaround Equity
Partners, L.P., Galloway Capital Management LLC, Gary L. Herman and Bruce
Galloway is c/o Strategic Turnaround Equity Partners, L.P., 720 Fifth Avenue,
9th Floor, New York, New York 10019.
None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors) or 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 subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
STEP acquired 171,200 shares of Common Stock through transfers of shares
of Common Stock from its limited partners, including Mr. Galloway. Mr. Galloway
transferred 100,000 shares of Common Stock to STEP valued at an market price of
$80,000 and the remaining 71,200 shares were transferred from limited partners
of STEP valued at an aggregate market price of 53,635.00. In exchange for the
transfers of shares of Common Stock, the limited partners of STEP each received
a limited partnership interests in STEP valued at the market price of the shares
of Common Stock on the date of such transfers. STEP also acquired the remaining
46,500 shares of Common Stock through open market purchases for an aggregate
purchase price of $45,410.15. STEP used investor funds to consummate the open
market purchases. Mr. Galloway acquired in the past 60 days shares of Common
Stock reported above through open market transactions for an aggregate purchase
price of $22,207.00 for 28,500 shares on behalf of himself and certain family
members. Mr. Galloway used person funds to consummate such purchases. Rexon
Galloway Capital Growth also acquired in the past 60 days shares of Common Stock
reported above through open market transaction for an aggregate purchase price
of $1,250 for 1,000 shares. Rexon Galloway Capital Growth used corporate funds
to consummate such purchase.
Item 4. Purpose of Transaction.
All of the shares of Common Stock owned by the Reporting Persons were, at
the time of their purchase, acquired for investment purposes in the ordinary
course of business. None of the Reporting Persons have any present plans or
proposal that relates to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, Mr. Galloway may be deemed to beneficially own
an aggregate of 534,800 shares of Common Stock, representing approximately
10.60% of the outstanding Common Stock, based upon 5,045,878 shares of Common
Stock outstanding reported by the Company to be issued and outstanding as of
December 5, 2005 in the Company's latest Quarterly Report on Form 10-Q as filed
with the Securities and Exchange Commission on December 9, 2005. This reflects
220,900 shares of Common Stock held by Mr. Galloway through Bruce Galloway, IRA
and 83,200 shares of Common Stock held by members of Mr. Galloway's immediate
family in accounts over which Mr. Galloway has full investment discretion and
13,000 shares held by Rexon Galloway Capital Growth. Mr. Galloway has full
investment discretion in Rexon Galloway Capital Growth, an investment company in
which Mr. Galloway is a 50% owner. This percentage also reflects 217,700 shares
held by Strategic Turnaround Equity Partners, LP ("STEP"). Mr. Galloway is a
managing member and the majority equity holder of Galloway Capital Management,
LLC, the general partner of STEP. Mr. Galloway disclaims beneficial ownership of
the shares of Common Stock directly beneficially owned by Strategic Turnaround
Equity Partners, L.P. (except for (i) the indirect interests of Mr. Galloway by
virtue of being a member of Galloway Capital Management LLC, and (ii) the
indirect interests of Mr. Galloway by virtue of being a limited partner of
STEP).
As of the date hereof, Mr. Herman may be deemed to beneficially own an
aggregate of 223,700 shares of Common Stock, representing approximately 4.43% of
the outstanding Common Stock, based upon 5,045,878 shares of Common Stock
outstanding reported by the Company to be issued and outstanding as of December
5, 2005 in the Company's latest Quarterly Report on Form 10-Q as filed with the
Securities and Exchange Commission on December 9, 2005. This reflects 6,000
shares of Common Stock held by Mr. Herman as well as 217,700 shares in STEP. Mr.
Herman is a managing member of Galloway Capital Management, LLC, the general
partner of STEP. Mr. Herman disclaims beneficial ownership of the shares of
Common Stock directly beneficially owned by Strategic Turnaround Equity
Partners, L.P. (except for the indirect interests of Mr. Herman by virtue of
being a member of Galloway Capital Management LLC).
As of the date hereof, STEP may be deemed to beneficially own an aggregate
of 217,700 shares of Common Stock, representing approximately 4.31% of the
outstanding Common Stock, based upon 5,045,878 shares of Common Stock
outstanding reported by the Company to be issued and outstanding as of December
5, 2005 in the Company's latest Quarterly Report on Form 10-Q as filed with the
Securities and Exchange Commission on December 9, 2005.
(b) As of the date hereof, Mr. Galloway has the sole power to vote 220,900
shares of Common Stock and sole power to dispose of 220,900 shares of Common
Stock.
As of the date hereof, Mr. Herman has the sole power to vote 6,000 shares
of Common Stock and sole power to dispose of 6,000 shares of Common Stock.
As of the date hereof, STEP has shared power to vote 206,700 shares of
Common Stock and shared power to dispose of 206,700 shares of Common Stock.
(c) Purchases in the last 60 days:
On December 2, 2005, STEP purchased 5,000 shares of Common Stock through
an open market purchase at a per share price of $.80.
On December 16, 2005, STEP purchased 10,000 shares of Common Stock through
an open market purchase at a per share price of $.7098.
On December 27, 2005, Mr. Galloway, through Bruce Galloway, IRA Rollover,
purchased 3,500 shares of Common Stock through an open market purchase at a per
share price of $.74.
On January 4, 2006, Mr. Galloway, through Bruce Galloway, IRA Rollover,
purchased 10,000 shares of Common Stock through an open market purchase at a per
share price of $.6867.
On January 6, 2006, STEP purchased 5,500 shares of Common Stock through an
open market purchase at a per share price of $.7841.
On January 9 2006, Mr. Galloway, through Sara Herbert Galloway, IRA
Rollover, purchased 10,000 shares of Common Stock through an open market
purchase at a per share price of $.85.
On January 11, 2006, Mr. Galloway, through Bruce Galloway, C/F Alana
Galloway, purchased 5,000 shares of Common Stock through an open market purchase
at a per share price of $.85.
On January 30, 2006, STEP purchased 15,000 shares of Common Stock through
an open market purchase at a per share price of $1.11.
On January 31, 2006, Rexon Galloway Capital Growth, purchased 1,000 shares
of Common Stock through an open market purchase at a per share price of $1.25.
On February 6, 2006, STEP purchased 11,000 shares of Common Stock through
an open market purchase at a per share price of $1.2136.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships With
Respect to Securities of the Issuer.
None of the Reporting Persons have any contracts, arrangements,
understandings or relationships with any person with respect to the Common Stock
of the Company, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangement, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Joint Filing Agreement
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each of
the undersigned, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: February 6, 2006
Strategic Turnaround Equity Partners, LP
By: /s/ Gary Herman
---------------
Name: Gary Herman
Title: Managing Member of Galloway
Capital Management, LLC, the
General Partner of Strategic
Turnaround Equity Partners, LP
Galloway Capital Management, LLC
By: /s/ Gary Herman
---------------
Name: Gary Herman
Title: Managing Member
By:
-----------------------------
Bruce Galloway
By:
-----------------------------
Gary Herman
Exhibit A
Agreement of Joint Filing
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of
1934, as amended, the undersigned persons hereby agree to file with the
Securities and Exchange Commission the Statement on Schedule 13D (the
"Statement") to which this Agreement is attached as an exhibit, and agree that
such Statement, as so filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
Dated: February 6, 2006
Strategic Turnaround Equity Partners, LP
By: /s/ Gary Herman
---------------
Name: Gary Herman
Title: Managing Member of Galloway
Capital Management, LLC, the
General Partner of Strategic
Turnaround Equity Partners, LP
Galloway Capital Management, LLC
By: /s/ Gary Herman
----------------
Name: Gary Herman
Title: Managing Member
By:
-----------------------------
Bruce Galloway
By:
-----------------------------
Gary Herman