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National Holdings Corp – ‘DEF 14A’ for 3/8/00

On: Wednesday, 1/19/00 · For: 3/8/00 · Accession #: 950137-0-140 · File #: 1-12629

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

 1/19/00  National Holdings Corp            DEF 14A     3/08/00    1:33K                                    Bowne Boc/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Notice & Proxy                             13     59K 

DEF 14A 1st Page of 13 TOC ↑Top Previous Next ↓Bottom Just 1st
 
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:      

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

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(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 Wednesday, March 8, 2000 at 3:00 p.m.

To the Shareholders:                                                            

 The Annual Meeting of Shareholders of Olympic Cascade Financial
Corporation (the "Company") will be held on March 8, 2000 at 3:00 p.m. in the   
Board Room of Suite 2800 at 111 East Wacker Drive, Chicago Illinois 60601 for   
the following purposes:                                                         

1.    To elect directors for the ensuing year;                

       2.    To ratify the appointment of Feldman Sherb Horowitz & Co., P.C.
as independent  public accountants of the Company for the fiscal year ending    
September 29, 2000; and                                                         

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

       Owners of record at the close of business on January 14, 2000 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 February 16, 2000, through the time of the 
Annual Meeting.                                                                 

                          By Order of the Board of Directors

            /s/ Robert H. Daskal
                         ---------------------------------
                   Robert H. Daskal, Secretary
875 North Michigan Avenue                                                       
Suite 1560                                                                      
Chicago, Illinois 60611                                                         
January 21, 2000                                                                

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 March 8, 2000

       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   
2000 Annual Meeting of Shareholders of the Company (the "Annual Meeting") to be 
held at 3:00 p.m. on March 8, 2000 in the Board Room of Suite 2800 at 111 East  
Wacker Drive, Chicago Illinois 60601 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 January 21, 2000.    

      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. Abstentions will have the same effect as negative votes. Broker        
non-votes as to a particular matter will have no effect.                        

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF 

     Only shareholders of record at the close of business on January 14,
2000 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 1,782,725 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 2000 Annual  Meeting,  shareholders  will elect four  Directors
who will hold office until the 2001 Annual Meeting  or until  their respective  
successors  are duly  elected  and  qualified.  The  Board has  nominated       
Steven A. Rothstein,  Gary A.  Rosenberg,  James C. Holcomb,  Jr. and D. S.     
Patel for  election  as  Directors  at the 2000  Annual Meeting.  All four 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 as of the record date. 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 the common stock                           

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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       49     Chairman, Chief Executive Officer and President
                         Chairman and Chief Executive Officer of
                              National Securities Corporation ("National")
                          Director of WestAmerica Investment Group
 ("WestAmerica")

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 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  from H.J.  Meyers and Company in March 1995 to
associate with National. Mr. Rothstein is a 1972 graduate of Brown University,  
Providence,  Rhode Island.  Presently,  Mr. Rothstein is a board member of      
Gateway Data Sciences,  Inc., Shampan,  Lamport Holdings Limited,  SigmaTron    
International,  Inc. and Vita Food Products, Inc.                               

Gary A. Rosenberg         59     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  in  December  1996.  Mr.          
Rosenberg  was Chairman and CEO 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.  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 
BS and MBA from Northwestern University and his JD from the University of       
Wisconsin.                                                                      

James C. Holcomb, Jr.     49     Director                                       

Mr.  Holcomb has served as a Director  of the Company  since March  1998.  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 in which  investments  are made.    
Mr.  Holcomb  received his AB in 1972 from Brown  University and his JD in 1975 
from the University of Texas School of Law.                                     

D.S. Patel                58     Director                                       

Mr.  Patel has served as a Director of the Company  since March 1998.  Since    
1987,  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.                                           

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EXECUTIVE OFFICERS                                                              
Robert H. Daskal          58     Senior Vice President, Chief Financial Officer,
         Treasurer and Secretary
       Secretary of National
         Director of WestAmerica

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 BBA and JD from the  University  of Michigan in Ann Arbor.  Mr.   
Daskal is  presently a director of Inco Homes Corporation.                      

Michael A. Bresner        55     President of National                          

Mr.  Bresner  joined the Company in January  1998.  In August 1998,  he was     
named  President of National.  Prior to joining the Company,  Mr. Bresner worked
as Managing  Director of H.J. Meyers,  Inc., a position he held since 1990.     
Additionally, Mr. Bresner served as Directing Editor of the Value Line Special  
Situations Service.                                                             

David M. Williams         30     Corporate Controller and Chief Accounting      
Officer       
                     Chief Operating Officer of National

Mr.  Williams  has worked for  National as  Controller  since April 1996.       
Additionally,  Mr.  Williams  has worked for the Company as Corporate           
Controller  since its formation in 1997.  In September  1999,  Mr.  Williams    
became Chief  Operating Officer of National.  From January 1993 until April     
1996, Mr.  Williams  worked as Certified  Public  Accountant  with Moss Adams   
LLP and Coopers & Lybrand in Seattle,  WA. Mr.  Williams  graduated with a B.A. 
in Accounting  from the University of Washington.                               

Craig M. Gould            30     Vice-Chairman of Technology                    
               Managing Director of National

Mr. Gould,  primarily  responsible for the Company's  technology and interactive
development,  was named  Vice-Chairman in July 1999.  Mr.  Gould  joined        
National in May 1995.  Since  joining the Company,  he has  assisted  National's
Corporate Finance  clients in raising  over $400  million,  and is  currently   
the  Managing  Director of Capital  Markets.  Prior to joining  National,  Mr.  
Gould worked at Merrill  Lynch & Co.,  Inc.  Mr. Gould is a Director of Shampan,
Lamport  Holdings Limited.  Mr. Gould graduated with a B.A. from the University 
of Wisconsin.                                                                   

MEETINGS OF DIRECTORS                                                           

During the fiscal year ended September 24, 1999, the Company's Board of         
Directors met or acted by Unanimous Written Consent a total of 11 times. No     
incumbent director attended fewer than 75% of the aggregate number of meetings  
of the Board and committees of which he was a member.                           

DIRECTOR COMPENSATION                                                           

Outside directors (i.e., directors who are not also officers or employees of the
Company or of a subsidiary) are paid $1,000 per meeting attended in person, and 
$500 per meeting attended by telephone. Outside directors shall also be granted 
options to purchase 5,000 shares of the Company's common stock each year of     
their tenure, which fully vest six months after the date of issuance. The       
exercise price of such options will equal or exceed fair market value of the    
common stock on the date of grant. The Company shall reimburse all directors for
expenses incurred traveling to and from board meetings. The Company does not pay
inside directors any compensation as a director.                                

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INDEMNIFICATION OF DIRECTORS AND OFFICERS                                       

The Company's bylaws provide that the Company shall indemnify and advance the   
expenses of individual directors, officers, employees and agents against costs, 
judgments and other financial liability resulting from any action alleged to    
have been taken or omitted by such individual. The bylaws permit such           
indemnification if, among other things, the proposed indemnity acted in good    
faith with reasonable belief that the conduct was in, or at least not opposed   
to, the best interests of the Company, and in the case of a criminal proceeding,
with a reasonable belief that the conduct was not unlawful. The Company has     
obtained insurance on behalf of any person who is or was a director, officer or 
employee or agent of the Company or is or was serving at the request of the     
Company as an officer, employee, or agent of another corporation, partnership,  
joint venture, trust other enterprise or employee benefit plan, against any     
liability arising out of that person's status as such, whether or not the       
Company would have the power to indemnify that person against such liability.   

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                  

During the fiscal year 1999 the Company had advances to Steven A. Rothstein, its
Chairman, Chief Executive Officer and President. The largest aggregate amount   
outstanding to the Company during the fiscal year was approximately $88,000. At 
September 24, 1999 the balance outstanding was approximately $28,000. 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 executive officers whose total annual salary and bonus exceeded $100,000 
for fiscal 1999 (the "Named Executive Officers") during the fiscal years ended  
1999, 1998 and 1997:                                                            

                                                        [Enlarge/Download Table]


                                                                                                            Long-Term     
                                                            Summary Compensation Table                     Compensation   
                                             ----------------------------------------------------------     Securities    
                                    Year                                                  Other             Underlying    
   Name and Capacity                Ended        Salary      *         Bonus           Compensation           Options     
------------------------         ----------  ----------------     ----------------  -------------------  -----------------
                                                                                                                          
Steven A. Rothstein                 1999       $     402,000 **     $      57,000       $           -       $          -  
Chairman, Chief                     1998       $     678,000 **     $     287,000       $           -       $          -  
Executive Officer and President     1997       $   1,799,000 **     $      32,000       $           -       $          -  

Robert H. Daskal                    1999       $     230,000 *      $      18,000       $           -       $          -  
Senior Vice President,              1998       $     170,000        $      35,000       $           -       $          -  
Chief Financial Officer,            1997              82,000        $           -       $           -       $          -  
Treasurer and Secretary                                                                                                   

Michael A. Bresner                  1999       $     250,000        $      26,000       $           -       $          -  
President of National               1998       $     205,000        $      75,000       $           -       $          -  

* Amounts include 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.          

** Compensation paid to Mr. Rothstein by the Company includes 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's brokers) and a portion of premiums for term life insurance paid by   
the Company.                                                                    

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In September 1998, as part of the efforts to reduce overhead costs, management  
of the Company (exclusive of WestAmerica) received a temporary reduction in     
compensation ranging from 10% to 62%. These reductions were reinstated in full  
during the fiscal year ended September 24, 1999.                                

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:            

                                                        [Enlarge/Download Table]

                                                    Option Grants in Last Fiscal Year                            
                         ----------------------------------------------------------------------------------------
                                                                                     Potential Realizable Value  
                          Number of       % of Total                                  at Assumed Annual Rates    
                          Securities       Options                                  of Stock Price Appreciation  
                          Underlying      Granted to                                      for Option Term        
                           Options        Employees       Exercise    Expiration    -----------------------------
         Name              Granted      in Fiscal Year     Price         Date            5%             10%      
-----------------------  ------------   ---------------  ----------   -----------   -------------  --------------
                                                                                                                 
Steven A. Rothstein         30,000          7.22%          $ 4.00       03/05/04       $ 33,000        $ 73,000  
                            10,000          2.41%          $ 4.69       04/16/04       $ 13,000        $ 29,000  

Michael A. Bresner          10,000          2.41%          $ 4.00       03/05/04       $ 11,000        $ 24,000  

Robert H. Daskal            20,000          4.81%          $ 4.00       03/05/04       $ 22,000        $ 49,000  
                            10,000          2.41%          $ 4.69       04/16/04       $ 13,000        $ 29,000  
                            20,000          4.81%          $ 3.56       07/29/04       $ 20,000        $ 43,000  


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

                                                        [Enlarge/Download Table]

                                Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values         
                         -------------------------------------------------------------------------------------------------
                                                            Number of Securities               Value of Unexercised       
                            Shares                         Underlying Unexercised              In-the-Money Options       
                           Acquired         Value        Options at Fiscal Year End             at Fiscal Year End        
                                                       -------------------------------   ---------------------------------
         Name            on Exercise      Realized      Exercisable    Unexercisable      Exercisable      Unexercisable  
-----------------------  -------------   ------------  --------------  ---------------   ---------------   ---------------
                                                                                                                          
Steven A. Rothstein             -               -          353,209           10,000          $ 108,000             -      

Robert H. Daskal                -               -           62,601           10,000          $   9,000             -      

Michael A. Bresner              -               -           85,000                -                  -             -      

The Company has new employment agreements with the three Named Executive        
Officers. Messrs. Rothstein, Daskal and Bresner are paid a base annual salary of
$480,000, $240,000 and $350,000, respectively plus bonuses and additional       
benefits offered other executives of the Company. Messrs. Rothstein's and       
Daskal's agreements expire on July 1, 2002 and they are entitled to a lump sum  
severance payment, equaling one year's salary if their employment is terminated 
under certain circumstances. Messrs. Bresner's agreement expires on June 30,    
2003 and he is entitled to a lump sum severance payment, equaling two years'    
salary if his employment is terminated under certain circumstances. In the event
of a change of control of the Company or National, each Named Executive Officer 
or the Company may terminate their employment with the Company in exchange for a
lump-sum payment of two years' base compensation, plus continuation for 18      
months of certain employee benefits provided by the Company. Each Named         
Executive Officer has agreed not to induce or solicit any customer of the       
Company to discontinue its relationship with the Company during the term of his 
employment and for a one-year period thereafter.                                

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COMPENSATION COMMITTEE                                                          

The Company's Compensation Committee consists of two outside Directors, Mr.     
Holcomb and Mr. Patel. The Committee believes the compensation paid to the      
Company's 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. In reaching this determination the       
Committee used the following objectives as its guidelines:                      

-   Provide a competitive total compensation program that enables the Company to
attract and retain key executives.                                      

-   Provide variable compensation opportunities that are directly linked with   
the performance of the Company and align executive compensation with the
interests of the shareholders.                                          

-   To integrate all compensation programs with the Company's annual and        
   long-term business goals and focus executive behavior on the fulfillment of
those objectives.                                                       

AUDIT COMMITTEE                                                                 

The Audit Committee (consists of three outside Directors, Messrs. Rosenberg,    
Holcomb and Patel) meets with Company personnel and with representatives of     
Feldman Sherb Horowitz & Co., P.C., 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 1999.                    

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE                         

Certain Directors (Messrs. Holcomb and Patel) and certain Executive Officers    
(Messrs.  Bresner,  Williams and Gould) failed to file in a timely  manner Form 
3. All  Directors  and  Executive  Officers  have timely  filed Form 5 for the  
fiscal year 1999.                                                               

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN                                 

The following chart and graph 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, 1994 to September 24,   
1999. We assume a $100 investment on October 1, 1994, in each of Olympic Cascade
Financial Corporation common stock, NASDAQ U.S. Index and the NASDAQ financial  
Index (the "Peer Group"), and further assume the reinvestment of all dividends. 

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

        1995                   107.14             139.51            138.52
        1996                   220.49             198.85            177.15
        1997                   191.43             239.87            277.59
        1998                    86.14             515.00            266.08
        1999                   160.32             580.94            235.01

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                  

CERTAIN BENEFICIAL OWNERS                                                       

The following information is furnished as of January 14, 2000, as to any person 
who the Company knows to be the beneficial owner of more than 5% of the         
Company's common stock:                                                         

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                                       Amount of
                           Name/Address of            Beneficial         Percent
     Title of Class        Beneficial Owner           Ownership1        of Class
     --------------       ---------------------       ---------         --------

    Common stock         Steven A. Rothstein          707,234(2)        33.70%
2737 Illinois Road          
Wilmette, IL  60091         

    Common stock         LVE, LLC                     141,500(4)         7.35%
575 Madison Ave             
New York, NY 10022          

    Common stock         Gary A. Rosenberg            127,194(3)         6.66%
1427 North State Pkwy.      
Chicago, IL  60610          

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

(2) Includes 58,550 shares owned by direct family members, 49,210 shares owned  
    by retirement  plans and 316,001 shares of vested unexercised stock options.

(3) Includes 127,194 shares of vested unexercised stock options.                

(4) Includes 141,500 shares of vested unexercised stock warrants.               

MANAGEMENT                                                                      

The following information is furnished as of January 14, 2000 as to each class  
of equity securities of the Company beneficially owned by all directors and     
Named Executive Officers of the Company:                                        

                                                        [Enlarge/Download Table]

                                                                                 Amount of            
                                                                                Beneficial     Percent
                         Name of Beneficial Owner                                Ownership    of Class
--------------------------------------------------------------------------       ---------    --------
                                                                                                      
Steven A. Rothstein - Chairman, Chief Executive Officer                                               
                           and President                                          707,234(1)   33.70% 

Gary A. Rosenberg - Director                                                      127,194(2)    6.66% 

James C. Holcomb, Jr. - Director                                                   19,385(3)    1.08% 

D.S. Patel- Director                                                                    -          -  

Robert H. Daskal - Senior Vice President, Chief Financial                                             
                        Officer, Treasurer and Secretary                           62,601(2)    3.39% 

Michael A. Bresner - President of National                                         85,000(2)    4.55% 

All executive officers and directors of the Company as a group (eight persons)  1,075,955(4)   43.83% 

(1) Includes 58,550 shares owned by direct family members, 49,210 shares owned  
    by retirement  plans and 316,001 shares of vested unexercised stock options.

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

(3) Includes 9,385 shares owned indirectly through US Holdings and 10,000       
shares of vested unexercised stock options.                             

(4) Includes 672,342 shares of vested unexercised stock options.                

10

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PROPOSAL II:

RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS 

The Board of Directors has appointed  Feldman Sherb Horowitz & Co., P.C. as the 
Company's  independent  public  accountants for the fiscal year ending          
September  29, 2000. A  resolution  will be presented at the meeting to ratify  
the  appointment of Feldman Sherb  Horowitz & Co., P.C. The Company does not    
expect that a  representative  of Feldman Sherb Horowitz & Co., P.C. will be    
present at the Annual Meeting.                                                  

The Board of Directors recommends a vote FOR ratification of the appointment of 
Feldman Sherb Horowitz & Co., P.C. as the Company's independent public          
accountants for the fiscal year ending September 29, 2000. In the absence of    
direction, the shares represented by your proxy will be voted FOR such election.

VOTING PROCEDURES 

The Company has one class of voting shares outstanding, namely Common Shares, of
which there were 1,782,725 outstanding at the close of business on January 14,  
2000 (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.                                                                          

SHAREHOLDER PROPOSALS 

Shareholders proposals intended to be considered at the 2000 Annual Meeting of  
Shareholders must be received by the Company no later than September 18, 2000.  
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 SEC Rule 14a-8.                                                     

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      
Shareholders 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/ ROBERT H. DASKAL
                  --------------------
                         Robert H. Daskal, Secretary

11

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OLYMPIC CASCADE FINANCIAL CORPORATION 
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 
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 Annual Meeting of Shareholders of the Company, a     
Delaware corporation, to be held on March 8, 2000 at 3:00 p.m. local time in the
Board Room of Suite 2800 at 111 East Wacker Drive, Chicago Illinois 60601 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.                              

Proposals:                                                                      

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

[ ] FOR         [ ] AGAINST         [ ] ABSTAIN 

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

2.  To appoint Feldman Sherb Horowitz & Co., P.C. as independent public 
   accountants of the Company for the fiscal year ending September 29,
2000.                                                           

[ ] FOR         [ ] AGAINST         [ ] ABSTAIN 

(To be continued and signed on reverse side)

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If not otherwise directed, this proxy will be voted FOR each of the two         
proposals listed on the reverse side of this card.                              
The Board of Directors recommends voting in favor of each of the two proposals. 
PLEASE DATE, SIGN AND MAIL AT ONCE IN THE ENCLOSED POSTAGEPAID ENVELOPE.        

               Signature
                                            ------------------------------------
            Date
                                            ------------------------------------

                 Signature
                                            ------------------------------------
                                           (if held jointly)
            Date
                                            ------------------------------------
                                       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

	6/30/03	8		10-Q
	7/1/02	8
	9/29/00	3	12	10-K
	9/18/00	11
For Period End:	3/8/00	3	12
	2/16/00	3
	1/21/00	3	4
Filed on:	1/19/00
	1/14/00	3	11
	9/24/99	6	9	10-K, 10KSB
	8/1/95	5
	10/1/94	9
				List all Filings

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Filing Submission 0000950137-00-000140 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

National Holdings Corp – ‘DEF 14A’ for 3/8/00

On: Wednesday, 1/19/00 · For: 3/8/00 · Accession #: 950137-0-140 · File #: 1-12629

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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