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UNITED STATES SCHEDULE 13D Rainier Pacific Financial Group, Inc.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-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). <PAGE> CUSIP No. 75087U 10 1 Schedule 13D Page 1 of 4 Pages <PAGE> Page 2 of 4 Pages Item 1. Security and Issuer This statement relates to the common stock, no par value per share ("Common Stock"), of
Rainier Pacific Financial Group, Inc. (the "Issuer"). The address of the Issuer's principal executive
offices is 3700 Pacific Highway East, Suite 200, Fife, Washington 98424 Item 2. Identity and Background This statement is being filed by the Rainier Pacific Foundation, a Washington not-for-profit
corporation, which is referred to in this Schedule as the "Reporting Person." The Reporting Person's
business address is 3700 Pacific Highway East, Suite 200, Fife, Washington 98424. The Reporting Person has not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). The Reporting Person has not,
during the last five years, been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration No consideration was paid for the Reporting Person's acquisition of the Common Stock. The
Issuer established the Reporting Person as a charitable foundation in order to further its commitment
to the local community. The Common Stock was contributed to the Reporting Person as part of the
Issuer's sale of Common Stock to the public. Item 4. Purpose of the Transaction The Common Stock was contributed to the Reporting Person in order to enable it to distribute
a portion of its assets each year to support charitable organizations and activities that enhance the
quality of life for residents within its market area. Depending on market conditions, economic
conditions and any other relevant factors, the Reporting Person may alter its holdings in the Common
Stock through open market purchases or sales, or through privately negotiated transactions. The
Reporting Person intends to evaluate its holdings in the Issuer on a continual basis. The Reporting Person has no present plans or proposals which relate to or would result
in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of
securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of
Directors or management of the Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the Board; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business
<PAGE> Page 3 of 4 Pages or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other action which may impede the acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer quotation system of a registered national
securities association; (i) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those
enumerated above. Item 5. Interest in Securities of the Issuer The percentages used in this Schedule 13D are calculated based on the Issuer's 8,442,840
shares of outstanding Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer The Reporting Person's Articles of Incorporation contain a provision that requires the
Reporting Person's trustees to vote any shares of the Issuer owned or controlled by the Reporting
Person in the same ratio as all other shares voted on each and every proposal considered by the
shareholders of the Issuer. Item 7. Material to be Filed as Exhibits None. <PAGE> Page 4 of 4 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
Common Stock, no par value per share
(Title of Class of Securities)
75087U 10 1
(CUSIP Number)
John A. Hall, Trustee
Rainier Pacific Foundation
3700 Pacific Highway East, Suite 200
Fife, Washington 98424
(253) 926-4007
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 20, 2003
(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisitions that
is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rainier Pacific Foundation
20-0327633
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ ]
(b)
[ ]
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH7
SOLE VOTING POWER
507,840
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
507,840
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
507,840
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14
TYPE OF REPORTING PERSON
CO
(a)
The Reporting Person has beneficial ownership (as defined in Rule 13d-3) of 507,840
shares, or 6.0%, of the Issuer's Common Stock.
(b)
The Reporting Person has sole voting power and sole investment power over the
507,840 shares of Common Stock reported above as beneficially owned by it.
(c)
Not applicable.
(d)
Not applicable.
(e)
Not applicable.
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.
Date: January 2, 2004 RAINIER PACIFIC FOUNDATION
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