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
(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)
APRIL 12, 2002
(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.2)
CUSIP No. 68158N106
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ONE CLARK LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X*]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX 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
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF 524,133**
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 524,133**
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
524,133**
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
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14 TYPE OF REPORTING PERSON*
00
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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 524,133 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.2)
CUSIP No. 68158N106
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MARK GOLDWASSER
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X*]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [X]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 46,300
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY 524,133***
OWNED BY
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 253,300**
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH 524,133***
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
777,433***
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.33%***
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
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 207,000 shares of
vested unexercised stock options.
*** This amount includes 524,133 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. 2)
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 amends and supplements the statements on Schedule 13D,
Amendment No. 1 and the Schedule 13D (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 to the end of
the second paragraph of Item 4:
Pursuant to the terms of the Escrow Agreement, on April 12, 2002, the Company
requested an additional draw-down on an aggregate of $250,000 of the Escrow
Amount ($125,000 of which was derived from funds delivered by One Clark LLC) for
working capital purposes. Pursuant to the terms of the Escrow Agreement, the
Company issued 1,250 shares of Series A Convertible Preferred Stock to One Clark
LLC for a price of $100.00 per share.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and supplemented by adding thereto the following:
(a) According to the Company, there were 3,159,865 shares of Common Stock
outstanding as of December 12, 2002. One Clark LLC is the beneficial owner of
524,133 shares of Common Stock (including 524,133 shares of Common Stock
issuable upon conversion of the Company's Series A Convertible Preferred Stock),
which represents 14.2% of the outstanding shares of Common Stock.
Mark Goldwasser is the direct owner of owns 253,300 shares of Common Stock. Such
amount includes 207,000 shares issuable upon exercise of fully-vested stock
options and 46,300 shares of Common Stock. Also, because Mr. Goldwasser is the
Manager and a member of One Clark LLC, Mr. Goldwasser may be deemed to own
beneficially the 524,133 shares of Common Stock issuable upon conversion of the
Company's Series A Preferred Stock held by One Clark LLC.
(b) One Clark LLC has the power to direct the vote of 524,133 shares of Common
Stock and the power to direct the disposition of 524,133 shares of Common Stock.
By virtue of his relationships with One Clark LLC, Mark Goldwasser may also be
deemed to have the power to direct the vote of 524,133 shares of Common Stock
and the power to direct the disposition of 524,133 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 sixty days by any
of the Reporting Persons listed in (a) above.
(d) Not Applicable.
(e) Not Applicable.
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: December 27, 2002
ONE CLARK LLC
By: /s/ Mark Goldwasser
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Name: Mark Goldwasser
Title: Manager
/s/ Mark Goldwasser
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Mark Goldwasser