SEC Info - National Holdings Corp - ‘DEF 14A’ for 6/22/98

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National Holdings Corp – ‘DEF 14A’ for 6/22/98

As of: Thursday, 5/28/98 · For: 6/22/98 · Accession #: 891020-98-899 · File #: 333-12907

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/28/98  National Holdings Corp            DEF 14A     6/22/98    1:34K                                    Bowne - Seattle/FA

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit Description Pages Size

1: DEF 14A Definitive Proxy Statement 13 61K

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SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant X

Filed by a Party other than the Registrant ___

Check the appropriate box:

____Preliminary Proxy Statement ___Confidential, For Use of the
Commission Only (as per-
mitted by Rule 14a-6(e)(2))
X Definitive Proxy Statement

____Definitive Additional Materials

____Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

OLYMPIC CASCADE FINANCIAL CORPORATION
--------------------------------------------
(Name of Registrant as Specified in Charter)

Payment of Filing Fee (Check the appropriate box):

X No fee required

____Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

------------------------------------------------------------------------

(5) Total fee paid:

------------------------------------------------------------------------

___Fee paid previously with preliminary materials.

___Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.

------------------------------------------------------------------------

(3) Filing Party:

------------------------------------------------------------------------

(4) Date Filed:

------------------------------------------------------------------------

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OLYMPIC CASCADE FINANCIAL CORPORATION
------------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MONDAY, JUNE 22, 1998 AT 3:00 P.M.

To the Shareholders:

The Annual Meeting of Shareholders of Olympic Cascade Financial Corporation
(the "Company") will be held on June 22, 1998 at 3:00 p.m. at the Company's
headquarters at 875 North Michigan Avenue, Suite 1560, Chicago, Illinois 60611
for the following purposes:

1. To elect directors for the ensuing year;

2. To vote on a proposal to amend the Certificate of Incorporation to
decrease the number of common and preferred stock authorized for issuance;

3. To ratify the appointment of Moss Adams LLP as independent public
accountants of the Company for the fiscal year ending September 25, 1998;
and

4. To transact such other business as may properly come before the
meeting.

Owners of record at the close of business on May 26 , 1998 will be entitled
to vote at the meeting or at any adjournments or postponements thereof. A
complete list of the stockholders entitled to vote at the Annual Meeting will be
made available for inspection by any stockholder of record at the offices of the
Company during market hours from May 27, 1998, through the time of the Annual
Meeting.

By Order of the Board of Directors

/s/ MARK ROTH

Mark Roth, Secretary
875 North Michigan Avenue
Suite 1560
Chicago, Illinois 60611
May 26, 1998

YOUR VOTE IS IMPORTANT

TO ASSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO VOTE, SIGN, DATE
AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE POSTAGE-PAID
ENVELOPE ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE GIVEN YOUR PROXY, THE PROXY
MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE BY FILING WITH THE SECRETARY OF THE
COMPANY A WRITTEN REVOCATION, BY EXECUTING A PROXY WITH A LATER DATE, OR BY
ATTENDING AND VOTING AT THE MEETING.

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OLYMPIC CASCADE FINANCIAL CORPORATION
875 NORTH MICHIGAN AVENUE
SUITE 1560
CHICAGO, ILLINOIS 60611
------------------------

PROXY STATEMENT
------------------------

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 22, 1998

This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors of Olympic Cascade Financial
Corporation, a Delaware corporation (the "Company"), for use at the 1998 Annual
Meeting of Shareholders of the Company (the "Annual Meeting") to be held at 3:00
p.m. on June 22, 1998 at the Company's headquarters at 875 North Michigan
Avenue, Suite 1560, Chicago, Illinois 60611 and at any adjournment or
postponement thereof for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders. Certain of the officers and regular employees of
the Company may solicit proxies by correspondence, telephone or in person,
without extra compensation. The Company may pay to banks, brokers, nominees and
other fiduciaries their reasonable charges and expenses incurred in forwarding
proxy material to their principals. It is anticipated that this Proxy Statement
will first be mailed to the Company's shareholders on or before June 3, 1998.

The presence, in person or by proxy, of the holders of a majority of the
shares of Common Stock entitled to vote at the Annual Meeting is necessary to
constitute a quorum for the conduct of business at the Annual Meeting. Shares of
Common Stock that are voted to abstain from any business coming before the
Annual Meeting and broker/nominee non-votes will be counted as being in
attendance at the Annual Meeting for purposes of determining whether a quorum is
present.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Only shareholders of record at the close of business on May 26, 1998 will
be entitled to receive notice of, and to vote at, the Annual Meeting. As of that
date, there were outstanding and entitled to vote 1,518,516 shares of Common
Stock, $.02 par value (the "Common Stock"). Each share of Common Stock entitles
the holder thereof to one vote upon any proposal submitted for a vote at the
Annual Meeting.

PROPOSAL I:

ELECTION OF DIRECTORS

At the 1998 Annual Meeting, shareholders will elect five Directors who will
hold office until the 1999 Annual Meeting or until their respective successors
are duly elected and qualified. The Board has nominated Steven A. Rothstein,
Robert I. Kollack, Gary A. Rosenberg, James C. Holcomb, Jr. and D. S. Patel for
election as Directors at the 1998 Annual Meeting. All five of the nominees are
currently directors of the Company. The Board shall not appoint additional
directors prior to the Annual Meeting, but may do so later in their term of
office.

If any nominee at the time of the election is unable or unwilling to serve
or is otherwise unavailable for election, and the Board of Directors designates
another nominee, the persons named as proxies will vote the proxy for such
substitute, if any. The Board of Directors has no reason to believe that any of
the proposed nominees will be unable or unwilling to serve. The proposed
nominees are not being nominated pursuant to any arrangement or understanding
with any person.

Each shareholder will be entitled to one vote for each share of Common
Stock held at the Annual Meeting. Shares represented by your proxy will be voted
in accordance with your direction as to the election as directors of the persons
listed below as nominees. In the absence of direction, the shares represented by
your proxy will be voted FOR such election. Election requires the affirmative
vote by the holders of a majority of
1

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the Common Stock voting at the Annual Meeting. The Company anticipates that the
holders of a majority of the outstanding common stock will be present in person
or by proxy at the Annual Meeting.

The following sets forth the names and ages of all directors and executive
officers of the Company, all positions and offices to be held with the Company
by such persons, and the principal occupations of each during the past five
years.

NOMINEES FOR DIRECTOR

Steven A. Rothstein 47 Director, Chairman, Chief Executive Officer and
President

Mr. Rothstein has served as Chairman of the Board of Directors and Chief
Executive Officer of the Company since its inception in February, 1997. He
became a member of the Board of National Securities Corporation ("National
Securities") in May 1995 and was appointed Chairman on August 1, 1995. From 1979
through 1989, Mr. Rothstein was a registered representative, and Limited Partner
at Bear Stearns & Co., Inc. in Chicago, Illinois and Los Angeles, California.
From 1989 to 1992, Mr. Rothstein was a Senior Vice President in the Chicago
office of Oppenheimer and Company, Inc. In December 1992 he joined Rodman and
Renshaw, Inc., a Chicago-based broker/dealer serving as Managing Director, and
joined H.J. Meyers, Inc. in Beverly Hills, California, a New York Stock Exchange
member firm in March 1994. He resigned H.J. Meyers, Inc. in March 1995 to
associate with National Securities. Mr. Rothstein is a 1972 graduate of Brown
University, Providence, Rhode Island. Presently, Mr. Rothstein is a board member
of American Craft Brewing International Limited, Gateway Data Sciences, Inc.,
Home Security International, Inc., New World Coffee, Inc., SigmaTron
International, Inc. and Vita Food Products, Inc.

Robert I. Kollack 51 Director

Mr. Kollack has served as a Director of the Company since its inception in
February, 1997. He was elected to the Board and was appointed Chief Executive
Officer of National Securities in August 1987. He served in those capacities
until February, 1997, when he was appointed Vice Chairman of National
Securities. From February 1981 to August 1987, Mr. Kollack acted as President
and a Director of National Securities. He joined National Securities as an
Investment Executive in 1972. From 1968 to 1972, he was an Investment Executive
for Foster & Marshall, Inc., which at that time was a Seattle-based brokerage
firm.

Gary A. Rosenberg 57 Director

Mr. Rosenberg has served as a Director of the Company since its inception
in February, 1997., and served as its President from August, 1997 until April,
1998. He was appointed to the Board of National Securities in December, 1996.
Mr. Rosenberg was Chairman and Chief Executive Officer of UDC Homes, Inc. (and
its predecessors) from 1968 to 1994, and the Chairman (non-management) from 1994
to 1996. UDC Homes, Inc. filed a petition for relief under Chapter 11 of the
Bankruptcy Code in May, 1995. Presently, Mr. Rosenberg is Chairman, Chief
Executive Officer and Director of Canterbury Development Corporation, a family
held company with financial, technology, entertainment and real estate
interests, and Chairman, President and Chief Executive Officer of Canterbury
Securities Corporation. He is also a Director and Chairman of Dimyon Multimedia,
Ltd., an Israeli multimedia and software company; Chairman and Director of the
Rosenberg Foundation; Founder and Chairman of the Real Estate Research Center;
member of the Board at the J.L. Kellogg Graduate School of Management at
Northwestern University; and a Trustee of St. Norbert College. Mr. Rosenberg
received his B.S. and M.B.A. from Northwestern University and his J.D. from the
University of Wisconsin.

James C. Holcomb, Jr. 47

Since 1982, Mr. Holcomb has been employed by Holcomb Investment Company, a
Texas General Partnership. Holcomb Investment Company is a family-owned
investment vehicle, privately investing in predominantly oil and gas exploration
and development. Mr. Holcomb also is a private investor in wholesale
distribution and manufacturing companies, and is often actively involved in the
management of the companies

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in which investments are made. Mr. Holcomb received his A.B. in 1972 from Brown
University, and his J.D. in 1975 from the University of Texas School of Law.

D.S Patel 56

Since 1987 to the present Mr. Patel has worked as Chairman of the Board of
Directors, President and Chief Executive Officer of Circuit Systems, Inc., a
publicly-traded manufacturer of printed circuit boards. Mr. Patel is also
presently a Director of SigmaTron International, Inc., a publicly-traded
electronics contract manufacturer, a position he has had since 1994.

The Board of Directors recommends a vote FOR the election of each of the
nominees for Director of the Company.

EXECUTIVE OFFICERS

Robert H. Daskal 56 Senior Vice President, Chief Financial Officer and
Treasurer

Mr. Daskal has served as Senior Vice President, Chief Financial Officer and
Treasurer of the Company since its inception in February, 1997. From 1994 to
1997 Mr. Daskal was a Director, Executive Vice President and Chief Financial
Officer of Inco Homes Corporation, and from 1985 to 1994 he was a Director,
Executive Vice President-Finance and Chief Financial Officer of UDC Homes, Inc.
(and its predecessors). UDC Homes, Inc. filed a petition for relief under
Chapter 11 of the Bankruptcy Code in May, 1995. Mr. Daskal, a former Tax Partner
with Arthur Andersen & Co., became a CPA in Illinois in 1967. He received his
B.B.A. and J.D. from the University of Michigan in Ann Arbor. Mr. Daskal is
presently a director of Inco Homes Corporation.

Michael A. Bresner 54 Senior Vice President and Chief Operating Officer

Mr. Bresner became Senior Vice President and Chief Operating Officer of the
Company in January, 1998. Prior to joining the Company, Mr. Bresner worked as
Managing Director of H.J. Meyers, Inc., a position he held since 1990.

Mark Roth 36 Secretary and General Counsel

Mr. Roth has served as Secretary and General Counsel of the Company since
its inception in February, 1997. Mr. Roth was appointed General Counsel of
National Securities in October 1995, and was appointed Secretary in March, 1997.
He received his B.S. in 1984 from the University of California, Irvine, and his
J.D. in 1989 from Pepperdine University School of Law. Mr. Roth began the
private practice of law in Southern California in 1989. Among other clients, he
has represented National Securities in transactional and litigation matters
since moving to Seattle in September 1992.

MEETINGS OF DIRECTORS

The Company's Board does not presently have a nominating or compensation
committee. The Audit Committee (currently comprised of Messrs. Holcomb and
Patel) meets with Company personnel and with representatives of Moss Adams, LLP,
the Company's independent public accountants, to consider and review internal
accounting controls and matters relating to the annual audit of the Company's
financial statements. The Audit Committee did not formally meet during the
fiscal year 1997.

During the fiscal year ended September 26, 1997, the Company's Board of
Directors met or acted by Unanimous Written Consent a total of 11 times. No
incumbent director participated in fewer than 100% of the Board's activities.

DIRECTOR COMPENSATION

To date, no director of the Company has received any cash compensation for
serving on the Board. The Company does not anticipate paying inside directors
any cash compensation in the future. However, following

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the Annual Meeting, outside directors (i.e., directors who are not also officers
or employees of the Company or of a subsidiary) will be paid $1,000 per meeting
attended in person, and $500 per meeting attended by phone. Outside directors
shall also be granted options to purchase 5,000 shares of the Company's common
stock each year of their tenure, options which shall fully vest six months after
the date of issuance. The Company shall reimburse all directors for expenses
incurred traveling to and from board meetings.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the fiscal year 1997 the Company through its subsidiary National
Securities advanced certain monies to Steven A. Rothstein, its Chairman and
Chief Executive Officer. The largest aggregate amount outstanding to the Company
during the fiscal year was approximately $162,000. At September 26, 1997 the
balance outstanding was approximately $30,000. Subsequent to year end the
balance owing was paid in full. The Company has not charged Mr. Rothstein
interest on these advances.

EXECUTIVE COMPENSATION

The following table sets forth the cash compensation paid by the Company to
each of its most highly compensated officers (the "Named Executive Officers")
during the fiscal years ended 1997, 1996 and 1995:

[Enlarge/Download Table]

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------- SECURITIES
YEAR OTHER UNDERLYING
NAME AND CAPACITY ENDED SALARY BONUS COMPENSATION* OPTIONS
----------------- ----- -------- -------- ------------- ------------

Steven A. Rothstein............... 1997 $ 24,000 $ 32,000 $1,364,000** 81,375
Chairman and 1996 $ 24,000 $194,000 $1,775,000** 110,581
Chief Executive Officer 1995 $ 48,000 $ -- $ 138,000 49,700
Robert I. Kollack................. 1997 $150,000 $ 32,000 $ 497,000 18,900
Vice Chairman and Director 1996 $150,000 $193,000 $ 495,000 --
1995 $170,000 $ 58,000 $ 27,000 75,000
Robert H. Daskal.................. 1997 $ 82,000 $ -- $ -- 21,525
Senior Vice President,
Chief Financial Officer
and Treasurer
Mark Roth......................... 1997 $120,000 $ 7,000 $ -- --
Secretary and General Counsel 1996 $120,000 $ 43,000 $ 9,000 7,350

---------------
* Amounts relate to commissions earned in the normal course of business, fees
received for Corporate Finance services and profit from the sale during the
year of the Company's stock obtained through the exercise of stock options.

** This compensation paid to Mr. Rothstein by the Company represents a
percentage of business generated or supervised by Mr. Rothstein as follows:
he is paid 50% of the commission generated on retail trades (compared to the
70% typically paid to National Securities' brokers), and 70% of the
compensation collected by the firm (including warrants) on corporate finance
transactions which he introduces and executes. Mr. Rothstein also collects
an override on fees collected from all other corporate finance transactions
as well as on business he creates for the firm.

In April, 1998, the Company and Mr. Rothstein agreed upon terms for a new
employment agreement pursuant to which the Company will pay him as follows:
$480,000 annual salary, 50% of the commission generated on retail trades
(compared to the 70% typically paid to National Securities' brokers), and a
calculable bonus based upon the Company's consolidated income before tax.

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The Company has granted options to certain officers, directors, employees,
and investment executives. The options granted during the last fiscal year
(adjusted for stock dividends) to the Named Executive Officers are as follows:

OPTION GRANTS IN LAST FISCAL YEAR AND THROUGH APRIL 1, 1998

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POTENTIAL REALIZED
VALUE AT ASSUMED
ANNUAL RATES FOR
NUMBER OF % OF TOTAL OPTION TERM OF STOCK
SECURITIES OPTIONS GRANTED PRICE APPRECIATION
UNDERLYING TO EMPLOYEES EXERCISE EXPIRATION ---------------------
NAME OPTIONS GRANTED DURING PERIOD PRICE DATE 5% 10%
---- --------------- --------------- -------- ---------- --------- ---------

Steven A. Rothstein......... 57,881 20.96% $7.11 02/06/02 $107,000 $242,000
27,563 9.99% $5.41 06/17/02 $ 34,000 $ 83,000
36,750 50.00% $5.36 11/11/02 $ 67,000 $136,000
Robert I. Kollack........... 11,576 4.20% $7.11 02/06/02 $ 21,000 $ 48,000
8,269 3.00% $5.41 06/17/02 $ 10,000 $ 25,000
Robert H. Daskal............ 11,576 4.20% $7.11 02/06/02 $ 21,000 $ 48,000
11,025 4.00% $5.41 06/17/02 $ 14,000 $ 33,000
Mark Roth................... 7,718 2.80% $5.64 08/13/02 $ 12,000 $ 27,000

The options exercised by the Named Executive Officers, and the fiscal year
and value of unexercised options, are as follows:

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND APRIL 1, 1998 OPTION VALUES

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NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FISCAL YEAR END AT APRIL 1, 1998
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------

Steven A. Rothstein.......... -- -- 323,209 -- $141,000 --
Robert I. Kollack............ 42,000 $160,000 71,270 -- $ 27,000 --
Robert H. Daskal............. -- -- 22,601 -- -- --
Mark Roth.................... -- -- -- 7,718 -- --

The Company has employment agreements with the four Named Executive
Officers and Mr. Bresner. None of the Named Executive Officers may be terminated
against his will without a finding of fraud, theft or defalcation. The
agreements generally provide that the officers will devote their entire time and
attention to the business of the Company, will refrain during employment and for
a period of one year thereafter from competing with the Company, and will not
disclose confidential or trade secret information belonging to the Company. Of
the five agreements, Mr. Bresner's, Mr. Daskal's and Mr. Rothstein's provide for
a cash severance payment. Mr. Rothstein's severance payment is contingent upon
National's net capital, as defined under the SEC's Uniform Net Capital Rule
15c3-1, exceeding $3,500,000 after honoring the severance obligation.

COMPENSATION COMMITTEE

In lieu of a formal compensation committee, the Company's board of
directors determines executive officer compensation.

The Company believes the compensation paid to its executive officers is
competitive with companies within its industry that are comparable in size and
by companies outside the industry with which the Company competes for executive
talent.

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COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

The following compares cumulative total stockholder return on the Company's
common stock with the cumulative total stockholder return on the common equity
of the companies in the NASDAQ U.S. Index and the NASDAQ Financial Index (the
"Peer Group") for the period from October 1, 1992 to September 26, 1997.

[Download Table]

Measurement Period Olympic Cascade NASDAQ U.S. NASDAQ
(Fiscal Year Covered) Financial Index Financial Index

1992 100.00 100.00 100.00
1993 346.67 130.98 137.10
1994 346.67 132.06 144.50
1995 373.33 182.40 182.84
1996 1029.00 216.44 226.35
1997 714.70 297.11 356.45

The above assumes a $100 investment on October 1, 1992, in each of Olympic
Cascade Financial Corporation Common Stock, NASDAQ U.S. Index and the NASDAQ
Financial Index (the "Peer Group"), and further assumes the reinvestment of all
dividends.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

CERTAIN BENEFICIAL OWNERS

The following information is furnished as of April 1, 1998, as to any
person who the Company knows to be the beneficial owner of more than 5% of the
Company's common stock:

[Download Table]

AMOUNT OF
NAME/ADDRESS OF BENEFICIAL PERCENT
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP(1) OF CLASS
-------------- ---------------- ------------ --------

Common stock Steven A. Rothstein 599,455(2) 32.55%
2737 Illinois Road
Wilmette, IL 60091
Common stock Larry H. Friend & 124,032(3) 8.12%
Darren Friend, JTWROS
2 Barrenger Court
Newport Beach, CA 92660
Common stock Marshall S. Geller 123,240(3) 8.07%
1875 Century Park East
Suite 2200
Los Angeles, CA 90067
Common stock Gary A. Rosenberg 122,194(4) 7.45%
1427 North State Pkwy.
Chicago, IL 60610
Common stock Maynard Mall Realty Trust 76,578 5.04%
95 Main Street
Maynard, MA 01754

---------------
(1) All securities are beneficially owned directly by the persons listed in the
table (except as otherwise indicated).

(2) Includes 27,550 shares owned by direct family members, 49,210 shares owned
by retirement plans and 323,209 shares of vested unexercised stock options.

(3) Includes 16,538 shares of vested unexercised warrants to purchase common
stock owned by Geller & Friend Capital Partners whereby Mr. Friend, who is
now deceased, and Mr. Geller are each 50% partners. Accordingly, each are
allocated 8,269 shares. Also includes shares subject to a Voting Agreement
expiring in February, 1999 and requiring these shares be voted in favor of
director nominees proposed by the Company's Board of Directors.

(4) Includes 122,194 shares of vested unexercised stock options.

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MANAGEMENT

The following information is furnished as of April 1, 1998 as to each class
of equity securities of the Company beneficially owned by all directors and
officers of the Company as a group.

[Download Table]

AMOUNT OF
BENEFICIAL PERCENT
NAME AND TITLE OF BENEFICIAL OWNER OWNERSHIP OF CLASS
---------------------------------- ---------- --------

Steven A. Rothstein
Chairman, Chief Executive Officer and President............. 599,455(1) 32.55%
Robert I. Kollack
Vice Chairman and Director.................................. 71,270(2) 4.48%
Gary A. Rosenberg
Director.................................................... 122,194(2) 7.45%
Robert H. Daskal
Senior Vice President, Chief Financial Officer and
Treasurer................................................... 22,601(2) 1.47%
Michael A. Bresner
Senior Vice President and Chief Operating Officer........... 75,000(2) 4.71%
Mark Roth
Secretary and General Counsel............................... 348(3) --
All officers and directors of the Company as a group (five
persons).................................................... 890,885(4) 45.95%

---------------
(1) Includes 27,550 shares owned by direct family members, 49,210 shares owned
by retirement plans and 323,209 shares of vested unexercised stock options.

(2) Includes only shares of vested unexercised stock options.

(3) Excludes 7,718 shares of unvested stock options.

(4) Includes 539,274 shares of vested unexercised stock options.

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PROPOSAL II:

PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION
TO DECREASE THE NUMBER OF COMMON AND PREFERRED
STOCK AUTHORIZED FOR ISSUANCE

Subject to approval by the Company's shareholders, the Board of Directors
has adopted an amendment to the Company's Certificate of Incorporation, as
amended, to decrease the number of authorized shares of Common Stock from
10,000,000 to 6,000,000, and to decrease the number of authorized shares of
Preferred Stock from 1,000,000 to 100,000.

As of April 6, 1998, the Company had a total of 2,601,492 shares of Common
Stock issued and outstanding and reserved for issuance, consisting of 1,518,516
shares issued and outstanding, 333,113 shares reserved for issuance upon
exercise of outstanding warrants and warrant commitments to purchase Common
Stock, 824,863 shares reserved for issuance upon exercise of issued options, 0
shares held in treasury, and 0 shares of the Company's Preferred Stock issued,
outstanding or reserved for issuance.

The Board of Directors recommends reduction of the number of shares of
Common Stock and Preferred Stock authorized in order to better take advantage of
current franchise tax laws in the state of Delaware. The Board of Directors
believes that it has an adequate number of authorized and unissued shares of
Common Stock and Preferred Stock available for future use.

In the event the Company requires additional shares of Common Stock or
Preferred Stock for such corporate purposes as financing, acquisitions, stock
splits and stock dividends, or for any other purpose, as the Board of Directors
may at some time in the future deem appropriate, issuance of additional shares
of Common Stock and Preferred Stock would require shareholder approval for
future amendment to the Certificate of Incorporation.

The Board of Directors recommends a vote FOR this proposal.

PROPOSAL III:

RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has appointed Moss Adams LLP as the Company's
independent public accountants for the fiscal year ending September 25, 1998. A
resolution will be presented at the meeting to ratify the appointment of Moss
Adams LLP. The Company does not expect that a representative of Moss Adams LLP
will be present at the Annual Meeting.

The Board of Directors recommends a vote FOR ratification of the
appointment of Moss Adams LLP as the Company's independent public accountants
for the fiscal year ending September 25, 1998.

VOTING PROCEDURES

The Company has one class of voting shares outstanding, namely Common
Shares, of which there were 1,518,516 outstanding at the close of business on
May 26, 1998 (the "Record Date"). Each shareholder present or represented at the
Annual Meeting will be entitled to one vote per share. Shareholder action
requires the affirmative vote by the holders of a majority of the Common Stock
voting at the Annual Meeting. It is presently anticipated that votes will be
cast by a show of hands.

STOCKHOLDER PROPOSALS

Stockholders proposals intended to be considered at the 1999 Annual Meeting
of Stockholders must be received by the Company no later than September 25,
1998. The proposal must be mailed to the Company's principal executive offices,
875 North Michigan Avenue, Suite 1560, Chicago, Illinois 60611, Attention:
Robert H. Daskal. Such proposals may be included in next year's proxy statement
if they comply with certain rules and regulations promulgated by the Securities
and Exchange Commission.
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OTHER MATTERS

The Company will bear the cost of solicitation of proxies. Proxies will be
solicited by mail. They may also be solicited by officers and regular employees
of the Company and its subsidiaries personally or by telephone, but such persons
will not be specifically compensated for such services. Brokerage houses,
custodians, nominees and fiduciaries will be requested to forward the soliciting
material to the beneficial owners of stock held of record by such persons and
will be reimbursed for their reasonable expenses incurred in connection
therewith.

Management knows of no business to be brought before the Annual Meeting of
Stockholders other than that set forth herein. However, if any other matters
properly come before the meeting, it is the intention of the persons named in
the proxy to vote such proxy in accordance with their judgment on such matters.
Even if you plan to attend the meeting in person, please execute, date and
return the enclosed proxy promptly. Should you attend the meeting, you may
revoke the proxy by voting in person. A postage-paid, return-addressed envelope
in enclosed for your convenience. Your cooperation in giving this your prompt
attention will be appreciated.

By Order of the Board of Directors,

/s/ MARK ROTH

Mark Roth, Secretary
May 26, 1998
Chicago, Illinois

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OLYMPIC CASCADE FINANCIAL CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTOR
OF OLYMPIC CASCADE FINANCIAL CORPORATION.

The undersigned stockholder of Olympic Cascade Financial Corporation (the
"Company") hereby constitutes and appoints Steven A. Rothstein, attorney and
proxy of the undersigned, with power of substitution, to attend, vote and act
for the undersigned at the special meeting of stockholders of the Company, a
Delaware corporation, to be held at the offices of Olympic Cascade Financial
Corporation, 875 North Michigan Avenue, Suite 1560, Chicago, Illinois 60611 on
Monday, June 22, 1998 at 3:00 p.m. local time, and at any adjournments thereof,
with respect to the following on the reverse side of this proxy card:

Please mark your votes as in this example. [X]

Proposals:

1. To elect the nominees for directors named in the accompanying Proxy
Statement.

[ ] For [ ] Against [ ] Abstain

2. To approve the proposal to amend the Company's Certificate of
Incorporation to decrease the number of common and preferred stock
authorized for issuance.

[ ] For [ ] Against [ ] Abstain

3. To appoint Moss Adams LLP as independent public accountants of the
Company for the fiscal year ending September 25, 1998.

[ ] For [ ] Against [ ] Abstain

If not otherwise directed, this proxy will be voted FOR each of the three
proposals listed on the reverse side of this card.

The Board of Directors recommends voting in favor of each of the three
proposals.

PLEASE DATE, SIGN AND MAIL AT ONCE IN THE ENCLOSED POSTPAID ENVELOPE.

Dated:
-------------------------------- , 1998 ----------------------------------
Signature

----------------------------------
Signature, if held jointly

Note: Please sign exactly as your name appears hereon. If signing as attorney,
executor, administrator, trustee, guardian or the like, please give your
full title as such. If signing for a corporation, please give your title.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEF 14A’ Filing	Date	First	Last	Other Filings

	9/25/98	2	13	10-K405, NT 10-K
For Period End:	6/22/98	2	13
	6/3/98	3
Filed on:	5/28/98
	5/27/98	2
	5/26/98	2	12
	4/6/98	11
	4/1/98	7	10
	9/26/97	5	8	10-K405
	8/1/95	4
	10/1/92	8
				List all Filings

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Filing Submission 0000891020-98-000899 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

National Holdings Corp – ‘DEF 14A’ for 6/22/98

As of: Thursday, 5/28/98 · For: 6/22/98 · Accession #: 891020-98-899 · File #: 333-12907

Previous ‘DEF 14A’: None · Next: ‘DEF 14A’ on 2/18/99 for 3/25/99 · Latest: ‘DEF 14A’ on 3/16/20 for 4/2/20

Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents