Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WeF2n8FeeoON6guhN/w5fAt0+9DP+GkWwzNklCRT9vn8O5oO0yJIpgY/xGrxGBAL t3osrsYHlJvHU80sjv/C2Q== 0000950123-10-020070.txt : 20100302 0000950123-10-020070.hdr.sgml : 20100302 20100302165312 ACCESSION NUMBER: 0000950123-10-020070 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20100302 DATE AS OF CHANGE: 20100302 GROUP MEMBERS: ANDREW P. SKOTDAL GROUP MEMBERS: ARNOLD R. HOFMANN GROUP MEMBERS: ARTHUR & MARIANNE SKOTDAL REVOCABLE TRUST GROUP MEMBERS: ARTHUR W. SKOTDAL GROUP MEMBERS: CHRISTIAN H. SIEVERS GROUP MEMBERS: CRAIG G. SKOTDAL GROUP MEMBERS: DWAYNE R. LANE GROUP MEMBERS: SKOTDAL ENTERPRISES, INC. GROUP MEMBERS: SKOTDAL QUALITY INVESTMENTS, L.L.C. GROUP MEMBERS: THOMAS H. RAINVILLE FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SKOTDAL CRAIG G CENTRAL INDEX KEY: 0001226408 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: C/O CASCADE BANK STREET 2: 2828 COLBY AVE CITY: EVERETT STATE: WA ZIP: 98201 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CASCADE FINANCIAL CORP CENTRAL INDEX KEY: 0000928911 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 911661954 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50657 FILM NUMBER: 10649884 BUSINESS ADDRESS: STREET 1: 2828 COLBY AVE CITY: EVERETT STATE: WA ZIP: 98201 BUSINESS PHONE: 4252598551 MAIL ADDRESS: STREET 1: 2828 COLBY AVE CITY: EVERETT STATE: WA ZIP: 98201 SC 13D 1 c97163sc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

Cascade Financial Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

147272108

(CUSIP Number)

Mr. Craig G. Skotdal
2707 Colby Avenue, Suite 1200
Everett, WA 98201
(425) 252-5400

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

February 22, 2010

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

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).


CUSIP No.		147272108


1	NAMES OF REPORTING PERSONS Craig G. Skotdal


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	PF, OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			1,144,535 (9.4%)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0 (0%)

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			384,507 (3.2%)

WITH		10	SHARED DISPOSITIVE POWER

			0 (0%)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	1,144,535

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	9.4%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		147272108


1	NAMES OF REPORTING PERSONS Andrew P. Skotdal


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	PF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			0 (0%)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0 (0%)

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			357,571 (2.9%)

WITH		10	SHARED DISPOSITIVE POWER

			0 (0%)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	357,571

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	2.9%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		147272108


1	NAMES OF REPORTING PERSONS Skotdal Quality Investments, L.L.C.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Washington (See Item 2 for More Information)

		7	SOLE VOTING POWER

NUMBER OF			0 (0%)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0 (0%)

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			291,365 (2.4%)

WITH		10	SHARED DISPOSITIVE POWER

			0 (0%)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	291,365

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	2.4%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		147272108


1	NAMES OF REPORTING PERSONS Skotdal Enterprises, Inc.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Washington (See Item 2 for More Information)

		7	SOLE VOTING POWER

NUMBER OF			0 (0%)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0 (0%)

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			60,000 (0.5%)

WITH		10	SHARED DISPOSITIVE POWER

			0 (0%)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	60,000

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0.5%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP No.		147272108


1	NAMES OF REPORTING PERSONS Arthur & Marianne Skotdal Revocable Trust


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	N/A (See Item 2 for More Information)

		7	SOLE VOTING POWER

NUMBER OF			0 (0%)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0 (0%)

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			51,091 (0.4%)

WITH		10	SHARED DISPOSITIVE POWER

			0 (0%)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	51,091

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0.4%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO


CUSIP No.		147272108


1	NAMES OF REPORTING PERSONS Arthur W. Skotdal


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	PF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			0 (0%)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0 (0%)

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0 (0%)

WITH		10	SHARED DISPOSITIVE POWER

			51,091 (0.4%)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	51,091

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0.4%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		147272108


1	NAMES OF REPORTING PERSONS Dwayne R. Lane


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	PF, OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			0 (0%)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			95,848 (0.8%)

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0 (0%)

WITH		10	SHARED DISPOSITIVE POWER

			95,848 (0.8%)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	95,848

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		147272108


1	NAMES OF REPORTING PERSONS Thomas H. Rainville


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	PF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			115,303 (1.0%)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			5,721 (0.1%)

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0 (0%)

WITH		10	SHARED DISPOSITIVE POWER

			141,211 (1.2%)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	141,211

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	1.2%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		147272108


1	NAMES OF REPORTING PERSONS Christian H. Sievers


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	PF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			0 (0%)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			6,875 (0.1%)

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0 (0%)

WITH		10	SHARED DISPOSITIVE POWER

			6,875 (0.1%)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,875

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0.1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		147272108


1	NAMES OF REPORTING PERSONS Arnold R. Hofmann


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	PF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			1,742 (0.0%)

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			10,677 (0.1%)

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			1,742 (0.0%)

WITH		10	SHARED DISPOSITIVE POWER

			10,677 (0.1%)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	12,419

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0.1%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Item 1. Security and Issuer.

This statement relates to Common Stock, par value $0.01 per share (the “Shares”), of Cascade Financial Corporation, a Washington corporation (“Issuer”). The address of the principal executive offices of the Issuer is 2828 Colby Avenue, Everett, WA 98201

Item 2. Identity and Background.

(a) The name of each natural person filing this statement is: (i) Craig G. Skotdal; (ii) Arthur W. Skotdal; (iii) Andrew P. Skotdal; (iv) Dwayne R. Lane; (v) Thomas H. Rainville; (vi) Christian H. Sievers; and (vii) Arnold R. Hofmann. The name of each entity filing this statement is: (i) The Arthur & Marianne Skotdal Revocable Living Trust (“Skotdal Trust”), a Washington revocable trust; (ii) Skotdal Quality Investments, L.L.C. (“Skotdal LLC”), a Washington limited liability company; (iii) Skotdal Enterprises, Inc. (“Skotdal Corporation”), a Washington Corporation.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is a party to that certain Joint Filing Agreement as further described in Item 6. Craig G. Skotdal is the Trustee of the Skotdal Trust, Manager of Skotdal LLC, and President of Skotdal Corporation. Craig G. Skotdal has the right to vote the shares owned by Andrew P. Skotdal, Skotdal Corporation, Skotdal LLC, and the Skotdal Trust pursuant to a Voting Agreement entered into on May 9, 2008 and filed as an exhibit hereto.

The Reporting Persons are hereby filing a joint Schedule 13D.

(b) The principal business address of each of the Reporting Persons is provided as follows:

Craig G. Skotdal
2707 Colby Avenue
Suite 1200
Everett, WA 98201

Arthur W. Skotdal
P.O. Box 5267
Everett, WA 98206

Andrew P. Skotdal
P.O. Box 5267
Everett, WA 98206

Skotdal Trust
2707 Colby Avenue
Suite 1200
Everett, WA 98201

Skotdal LLC
2707 Colby Avenue
Suite 1200
Everett, WA 98201

Skotdal Corporation
2707 Colby Avenue
Suite 1200
Everett, WA 98201

Dwayne R. Lane
828 Grand Avenue
Everett, WA 98201

Thomas H. Rainville
P.O. Box 643
Mukilteo, WA 98275-0643

Christian H. Sievers
1030 Grand Avenue
Everett, WA 98201

Arnold R. Hofmann
4610 74^th Street SW
Mukilteo, WA 98725

(c) The principal occupation of Craig Skotdal is President of Skotdal Corporation, Manager of Skotdal LLC, and Director of Issuer. Arthur Skotdal’s principal occupation is real estate owner, manager and developer. Andrew Skotdal is the President/General Manager of S-R Broadcasting, Inc., in Everett, Washington. Dwayne Lane is the owner of several car dealerships and associated entities in Everett, Washington, and a Director of Issuer. Christian Sievers is an executive officer of H&H Properties. Thomas Rainville is an elected Commissioner of the Mukilteo Water and Wastewater District. Arnold Hofmann is the owner and developer of various multi-family and commercial properties in the Pacific Northwest. The principal business of the Skotdal LLC is passive investments. The principal business of the Skotdal Corporation is real estate. The Skotdal Trust is a revocable trust established for the benefit of Arthur and Marianne Skotdal.

(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person has, during the last five years, been 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.

(f) Each of Craig G. Skotdal, Arthur W. Skotdal, Andrew P. Skotdal, Dwayne R. Lane, Thomas H. Rainville, Christian H. Sievers, and Arnold R. Hofmann is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

Except as provided herein, each natural person that is a Reporting Person used personal funds for the Shares reported in this statement. In addition, the Skotdal Trust used personal funds to purchase its Shares, and the Skotdal LLC and Skotdal Corporation used other funds. As compensation for service as a Director of Issuer, Craig Skotdal has received 6,427 Shares and Dwayne Lane has received 5,207 Shares. None of the Reporting Persons in this Schedule 13D borrowed funds or other consideration to purchase their respective Shares.

Item 4. Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase of additional Shares desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) — (j) of Item 4 of Schedule 13D except as set forth in this Schedule 13D or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and engage in discussions with management, the Board of the Issuer and other stockholders of the Issuer concerning the business, operations and future plans of the Issuer.

Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, seeking Board representation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, or changing their intention with respect to any and all matters referred to in Item 4.

On February 23, 2010, counsel for the Skotdals sent a letter to the Board of Directors of the Issuer describing a number of concerns of the Reporting Persons regarding the Issuer’s performance. The letter included certain recommendations including, without limitation, that the Board nominate four specific candidates as Directors to be voted on at Issuer’s annual shareholder meeting in order to enhance Board oversight with a goal of improving Issuer’s performance and restoring shareholder value. A copy of this letter is attached as an exhibit to this Schedule 13D and is incorporated herein by reference.

Item 5. Interests in Securities of the Issuer

(a)-(b) Based on 12,146,080 outstanding shares of Common Stock, as reported in the Issuer’s Form 8-K filed on January 26, 2010, the Shares owned by the Reporting Persons represent approximately 11.5% of the Issuer’s outstanding Common Stock.

(c) Listed below are transactions by the Reporting Persons in the class of securities reported on that were effected during the past 60 days:

Arnold R. Hoffman: Sold 1,000 shares 12/30/2009

(d) No person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Shares referred to in Item 5(a) above.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On February 22, 2010, Craig G. Skotdal, Dwayne R. Lane, Thomas H. Rainville, Christian H. Sievers, Arnold R. Hofmann, Arthur W. Skotdal, Andrew P. Skotdal, the Skotdal LLC, the Skotdal Corporation and the Skotdal Trust entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as an exhibit hereto and is incorporated herein by reference

Craig Skotdal continues to have the right to vote the shares owned by Andrew Skotdal, Skotdal Enterprises, Inc., Skotdal Quality Investments, L.L.C., and the Arthur & Marianne Skotdal Revocable Living Trust pursuant to a Voting Agreement dated May 9, 2008, and filed an exhibit to this Schedule 13D.

Item 7. Material to be Filed as Exhibits.

	99.1.		Joint Filing Agreement by and among Craig G. Skotdal, Dwayne R. Lane, Thomas H. Rainville, Christian H. Sievers, Arnold R. Hofmann, Arthur W. Skotdal, Andrew P. Skotdal, Skotdal Quality Investments, LLC, Skotdal Enterprises, Inc., and the Arthur & Marianne Skotdal Revocable Living Trust, dated February 22, 2010.

	99.2.		Letter to the Board of Directors of Cascade Financial Corporation dated February 23, 2010.

	99.3		Voting Agreement dated May 9, 2008 by and among Craig G. Skotdal, Andrew Skotdal, The Arthur & Marianne Skotdal Revocable Living Trust, Skotdal Quality Investments, L.L.C., and Skotdal Enterprises, Inc.

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.


March 2, 2010		/s/ Craig G. Skotdal

		Craig G. Skotdal

March 2, 2010		/s/ Dwayne R. Lane

		Dwayne R. Lane

March 2, 2010		/s/ Thomas H. Rainville

		Thomas H. Rainville

March 2, 2010		/s/ Christian H. Sievers

		Christian H. Sievers

March 2, 2010		/s/ Arnold R. Hofmann

		Arnold R. Hofmann

March 2, 2010		/s/ Arthur W. Skotdal

		Arthur W. Skotdal

March 2, 2010		/s/ Andrew P. Skotdal

		Andrew P. Skotdal

March 2, 2010		Skotdal Quality Investments, L.L.C.

		by /s/ Craig Skotdal

		Craig Skotdal, Manager


March 2, 2010		Skotdal Enterprises, Inc.

		by /s/ Craig G. Skotdal

		Craig G. Skotdal, President

March 2, 2010		Arthur & Marianne Skotdal Revocable Living Trust

		by /s/ Craig G. Skotdal

		Craig G. Skotdal, Trustee

EX-99.1 2 c97163exv99w1.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated March 2, 2010 (including amendments thereto) with respect to the Common Stock of Cascade Financial Corporation, a Washington corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.


February 22, 2010	/s/ Craig G. Skotdal
	Craig G. Skotdal

February 22, 2010	/s/ Dwayne R. Lane
	Dwayne R. Lane

February 22, 2010	/s/ Thomas H. Rainville
	Thomas H. Rainville

February 22, 2010	/s/ Christian H. Sievers
	Christian H. Sievers

February 22, 2010	/s/ Arnold R. Hofmann
	Arnold R. Hofmann

February 22, 2010	/s/ Arthur W. Skotdal
	Arthur W. Skotdal

February 22, 2010	/s/ Andrew P. Skotdal
	Andrew P. Skotdal

February 22, 2010	Skotdal Quality Investments, L.L.C.
	by	/s/ Craig Skotdal
		Craig Skotdal, Manager

February 22, 2010	Skotdal Enterprises, Inc.

	by	/s/ Craig G. Skotdal
		Craig G. Skotdal, President

February 22, 2010	Arthur & Marianne Skotdal Revocable Living Trust
	by	/s/ Craig G. Skotdal
		Craig G. Skotdal, Trustee

EX-99.2 3 c97163exv99w2.htm EXHIBIT 99.2 Exhibit 99.2

Exhibit 99.2

February 23, 2010

Sent via Email and U.S. Mail

Board of Directors
Cascade Financial Corporation
2828 Colby Avenue
Everett, WA 98201

Re: Shareholder Value and Board Reform

Dear Directors:

Our clients, Craig Skotdal, Arthur Skotdal, Marianne Skotdal and related entities (the “Skotdals”), are the largest common shareholders of Cascade Financial Corporation (“Cascade” or the “Bank”), with approximately 9.42% of the outstanding common stock. As you know, Craig Skotdal is the voting representative for his family and is also a Cascade Director. The Skotdals and a number of other prominent shareholders including fellow Director Dwayne R. Lane, Thomas H. Rainville, Christian H. Sievers, and Arnold R. Hofmann (who collectively own an additional 2.11% of the Bank’s outstanding common stock) are concerned about whether Cascade’s Board and its management are focused on maximizing value for all shareholders.

In particular, as directors of the Bank, Dwayne Lane and Craig Skotdal must assess whether their fellow Board members and Cascade’s management are presently meeting that obligation to shareholders along with other fiduciary duties. For the reasons set forth in this letter, they and the other concerned shareholders believe the Board has to be reconstituted with new members that have the proper experience and skills needed to redirect the Company to profitability and restore shareholder value.

Cascade’s stock has performed poorly in recent years, and the common shareholder dividend was completely eliminated in the second quarter of 2009. In fact, as shown on the chart below, Cascade has underperformed the NASDAQ Bank Index over the last five years.



Helsell Fetterman LLP
1001 Fourth Avenue, Suite 4200	TEL 206.292.1144
Seattle, WA 98154-1154	FAX 206.340.0902	WWW.HELSELL.COM

Cascade Board
February 23, 2010
Page 2

While other banks have found effective strategies to rebuild and return value to shareholders, Cascade reported a net loss of $23.5 million and a loss attributable to common stockholders of $25.8 million for 2009. Additionally, as of the market closing yesterday, the Bank’s stock price was only $1.98.

This underperformance has been a real hardship for many shareholders, particularly smaller holders whose investment in Cascade represents a significant portion of their savings. All shareholders, big and small, place significant trust in the Board and management to be good stewards of their investment. Many shareholders are distressed by the Bank’s losses, elimination of the dividend, and the deterioration of shareholder value. Regulators appear to be concerned as well. As disclosed in recent SEC filings, the Bank is now subject to increased regulatory oversight through a Memorandum of Understanding with the FDIC and Washington Department of Financial Institutions.

Directors Dwayne Lane and Craig Skotdal believe that the Board as currently constituted does not function effectively as a “marketplace of ideas,” in which directors should offer differing perspectives and sound business strategies to address the Bank’s problems and in which management should be held accountable for its performance. Instead, they believe Board members routinely defer to management, squelch dissent, and promote conformity. The effect is entrenchment and complacency, without proper regard for the Board’s fiduciary duty of overseeing management and building value through attention to the core business of the Bank.

Cascade Board
February 23, 2010
Page 3

Along the same lines, the concerned shareholders believe that Cascade’s shareholders deserve better, and that reform should begin by bringing new expertise and a fresh perspective to the Board.

The addition of directors with significant banking and real estate experience to Cascade’s Board is particularly needed in order to lead the Bank in a new direction. Accordingly, the concerned shareholders request that the Board nominate the following candidates as the Bank’s slate of Directors for Cascade’s upcoming Annual Shareholder Meeting:

Craig G. Skotdal
Thomas H. Rainville
Christian H. Sievers
Arnold R. Hofmann

These candidates have significant banking, finance, business and leadership experience, and all are active in the Snohomish County business community. They are all motivated by a personal responsibility to the community and a stake in promoting shareholder value in the Bank rather than director fees or prestige.

As a Director and significant shareholder, Mr. Skotdal’s expertise in real estate, tireless promotion of shareholders’ interests and diligence are well known to each of you. Mr. Rainville likewise is a significant shareholder, with decades of experience in banking and finance, including as the CEO and director of two different banks. Mr. Sievers has distinguished himself at the highest levels of banking and finance, including as managing director of an international bank. Mr. Hofmann, also a former bank director, has relevant industry knowledge in real estate matters and has demonstrated leadership qualities as a retired Navy Commander. Short biographies of the candidates are attached.

Given the Bank’s poor performance, we are confident that a majority of shareholders will embrace this change and the opportunity to implement much needed reforms at Cascade by electing this slate of candidates to represent their interests. These candidates have the necessary independence, experience, and resolve to rebuild the Bank. The concerned shareholders believe a majority of shareholders want directors who will not tolerate mediocrity, who will hold management accountable and who will be committed to complete transparency with the owners of this Company, the shareholders.

Cascade Board
February 23, 2010
Page 4

We are willing to meet with the entire Board and its counsel to discuss the concerned shareholders’ perspective. However, our clients reserve all rights to take any and all action required to protect the interests of shareholders if their concerns are not properly addressed. In this regard, you should understand that in the event the Board refuses to take the requested action and instead attempts to further entrench itself, they will immediately commence a solicitation of proxies for the election of the shareholder slate, and let the shareholders decide. While our clients hope such action will not be necessary, they are fully prepared to fight for and win the shareholder vote in a contested election with the assistance of prominent proxy solicitation and public relations firms.

Again, we want to make it clear that our clients are committed shareholders whose priority is to work with the Bank – not against it – in doing what is best for all shareholders. We ask that you review the shareholder candidate profiles from the perspective of what is best for the Bank and its shareholders. Please let us know whether the Board will support these candidates by February 26, 2010, as your response may affect the content of required securities filings.

We look forward to a timely response to ensure appropriate actions in the best interest of all shareholders.

Very truly yours,

HELSELL FETTERMAN LLP

By: Gary F. Linden

cc: Glen Garrison, Bank Counsel

Craig G. Skotdal:

Mr. Skotdal has served on the Board of Directors of Cascade Financial Corporation since 2001, and has served on its Audit, Finance, and Corporate Governance & Nominating Committees. Mr. Skotdal, his family and related entities are the beneficial owners of approximately 9.42% of Cascade’s outstanding common stock. Mr. Skotdal personally owns 3.17% of the Company’s common stock, and through a voting agreement with family members and related entities, has the right to vote an additional 6.25% of that stock.

Mr. Skotdal is President of Skotdal Real Estate, a property development and management company based in Everett, Washington, a position he has held since 1996. Mr. Skotdal graduated from Stanford University and the University of Washington Foster School of Business executive development program. Mr. Skotdal is a recipient of the Lyons Award, Stanford’s highest honor for public service, due to his work on behalf of the university’s disabled community.

Mr. Skotdal is a director of the Downtown Everett Association, and is actively engaged in the revitalization of Everett’s urban center through the development of new mixed-use projects, most recently including Peninsula Apartments and Library Place. Mr. Skotdal is also committed to preserving local media in Snohomish County through his ownership and involvement in KRKO 1380-AM, a Fox Sports Radio affiliate which broadcasts the Everett Silvertips (hockey), Everett Aquasox (baseball), and Washington State University football and basketball. Additionally, he is an investor in a new proposed radio station to be licensed on 1520-AM.

Christian H. Sievers:

Mr. Sievers spent 16 years (1985-2001) as Senior Vice President and Managing Director of ABN AMRO-Seattle. ABN is one of the worlds’ largest banks, headquartered in Amsterdam, with offices in over 90 countries. Its customer base is primarily Fortune 500 companies.

Mr. Sievers is currently an executive officer of H&H Properties, developer of the Useless Bay Colony and the Useless Bay Golf and Country Club on South Whidbey Island, a development which encompasses over 800 acres. He also manages personal real estate holdings.

Prior to ABN AMRO, Mr. Sievers spent four years as a Vice President at Seafirst/Bank of America, handling the bank’s largest customers in the Pacific Northwest. Prior to that, he spent fourteen years with Pacific National Bank/First Interstate, becoming Vice President and Manager of the National Accounts Division with a group responsible for covering all major companies in the USA. He was also responsible for working with correspondent banks outside the Pacific Northwest, including most of the largest banks in the U.S.

Mr. Sievers is a graduate of University of Washington School of Business and the Pacific Coast Banking School. He also attended senior management classes at the Insead International Graduate School in Fontainebleau, France.

Thomas H. Rainville:

After beginning his banking career in Montana, Mr. Rainville was recruited by the Bank of Everett, where he was elected to its Board of Directors and served as Executive Vice President and Chief Executive Officer, a position he held until the Bank of Everett merged into Rainier National Bank, where he served as a Senior Vice President. He left that position to found the American First National Bank in Everett, where he served as President, Chairman and CEO until that bank was acquired by Cascade Bank in 1997.

He was a founding Director of the Northwest Intermediate Banking School, a founding Director of the Washington Independent Bankers’ Association (where he served as President), and served as State Director of the Independent Bankers’ Association of the Americas.

Mr. Rainville has served on numerous Boards, including the Everett Area Chamber of Commerce, United Way of Snohomish County, the Everett YMCA, the Everett General Hospital Foundation, Everett Providence Hospital, and local chapters of Big Brothers Big Sisters, the Boy Scouts, the American Red Cross, the American Cancer Society and Junior Achievement, among others. He is a past president of the Rotary Club of Everett and a past District Governor of Rotary International.

He is currently an elected Commissioner of the Mukilteo Water and Wastewater District and a member of the Finance Council of the Archdiocese of Seattle.

Mr. Rainville received a degree in Business Administration with an accounting major from the University of Montana, and is a graduate of the Pacific Coast Banking School.

Arnold R. Hofmann:

Mr. Hofmann was formerly a director of the American First National Bank in Everett, which was acquired by Cascade Bank in 1997. He has been the owner and developer of various multi-family and commercial properties in Everett, Edmonds and Seattle, Washington since 1977.

He was a U.S. Navy Supply Corps Officer from 1968 to 1988, retiring at the rank of Commander. As a Naval Officer, Mr. Hofmann’s responsibilities included business planning, budgeting, contracting, and oversight of construction and maintenance projects.

He is a graduate of Everett High School and the University of Washington with a degree in Business Administration and a major in Finance.

EX-99.3 4 c97163exv99w3.htm EXHIBIT 99.3 Exhibit 99.3

Exhibit 99.3

VOTING AGREEMENT

Andrew Skotdal, Skotdal Enterprises, Inc., Skotdal Quality Investments, L.L.C., and Arthur & Marianne Skotdal Recvocable Living Trust (collectively, the “Shareholders”) do hereby on this 9th day of May, 2008 appoint Craig Skotdal to vote or cause to be voted all the common stock of Cascade Financial Corporation which the Shareholders directly or indirectly have the right or power to vote. This agreement may be revoked at any time upon written notice to Craig Skotdal.


CRAIG SKOTDAL

May 1, 2008	/s/ Craig G. Skotdal

	Craig G. Skotdal

THE SHAREHOLDERS

May 1, 2008	Skotdal Quality Investments, L.L.C.

	by	/s/ Craig Skotdal

		Craig Skotdal, Manager

May 1, 2008	/s/ Andrew P. Skotdal

	Andrew P. Skotdal

May 1, 2008	Skotdal Enterprises, Inc.

	by	/s/ Craig G. Skotdal

		Craig G. Skotdal, President

May 1, 2008	Arthur & Marianne Skotdal Revocable Living Trust

	by	/s/ Craig G. Skotdal

		Craig G. Skotdal, Trustee

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