-----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, IhuyVLYVv/dMFfSsuLgB8z/NDpNLViv0HBNE6gLYV+3atrIAEcZIJcAASwZTzpVR qpeIN428tmmBTCr/M4uMNQ== /in/edgar/work/0000950131-00-006512/0000950131-00-006512.txt : 20001121 0000950131-00-006512.hdr.sgml : 20001121 ACCESSION NUMBER: 0000950131-00-006512 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001120 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OLYMPIC CASCADE FINANCIAL CORP CENTRAL INDEX KEY: 0001023844 STANDARD INDUSTRIAL CLASSIFICATION: [6200 ] IRS NUMBER: 364128138 STATE OF INCORPORATION: DE FISCAL YEAR END: 0926 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51125 FILM NUMBER: 773105 BUSINESS ADDRESS: STREET 1: 1001 FOURTH AVENUE STREET 2: STE 2200 CITY: SEATTLE STATE: WA ZIP: 98154 BUSINESS PHONE: 3127518833 MAIL ADDRESS: STREET 1: 1001 FOURTH AVENUE STREET 2: STE 2200 CITY: SEATTLE STATE: WA ZIP: 98154 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROTHSTEIN STEVEN R CENTRAL INDEX KEY: 0001128545 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 111 E WACKER DR STREET 2: STE 2800 CITY: CHICAGO STATE: IL ZIP: 60601 SC 13D/A 1 0001.txt AMENDMENT #5 TO SCHEDULE 13-D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Steven A. Rothstein - -------------------------------------------------------------------------------- (Name of Issuer) Common Shares, $0.02 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 68158N106 - -------------------------------------------------------------------------------- (CUSIP Number) Steven A. Rothstein c/o National Securities Corporation 875 North Michigan Avenue, Ste. 1560 Chicago, Illinois 60611 312-751-8833 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 28, 2000 - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of (S)240.13d-1(e), (S)240.13d-1(f) or (S)240.13d-1(g), check the following box [_]. Note. Schedules filed in paper format shall include a signed original and five copies, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - --------------------- ------------------- CUSIP NO. 68158N106 Page 2 of 4 Pages - --------------------- ------------------- - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). Steven A. Rothstein - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 PF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 342,183 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 95,850 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 342,183 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 95,850 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 789,034 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 12 (See Instructions) - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 32.2% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 IN - ------------------------------------------------------------------------------ ------------------- Page 3 of 4 Pages ------------------- This Amendment No. 5 supplements and amends Amendment No. 4 on Schedule 13D dated December 30, 1998 ("Amendment No. 4") filed by the reporting person, Steven A. Rothstein ("Rothstein"). This Amendment No. 5 is being filed to report that the number of shares of Common Stock which Rothstein may be deemed to own has increased due to a February 22, 2000 grant of options to purchase 25,000 shares of Common Stock of Olympic Cascade Financial Corporation ("Olympic" or the "Issuer") that was made in accordance with the Issuer's Stock Option Plan (the "Plan"). Additionally, beginning on July 14, 2000 and ending on August 1, 2000, Rothstein directly and indirectly made ten open market purchases of Olympic Common Stock resulting in the aggregate purchase of 31,300 shares. This Amendment also reflects an additional 15,000 shares of Olympic Common Stock that Rothstein gifted to his children in October of 1998 that were previously unreported. This Amendment No. 5 supplements and amends Amendment No. 4 only with respect to Items 3, 5, 6 and 7 as set forth below. All other items are unchanged from Amendment No. 4. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in Amendment No. 4. Item 3. Source and Amount of Funds or Other Consideration. Item 3 of Amendment No. 4 is supplemented and amended by inserting the following paragraph at the end thereof: Pursuant to the Plan, on February 22, 2000, the Issuer granted stock options to Rothstein to purchase 25,000 shares of Common Stock at an exercise price of $7.50. Said options were immediately exercisable on the date of the grant and expire on February 22, 2005. Additionally, beginning on July 14, 2000 and ending on August 1, 2000, Rothstein directly and indirectly made ten open market purchases of Olympic Common Stock resulting in the aggregate purchase of 31,300 shares. Of the 31,300 shares purchased, 9,000 shares were purchased for Rothstein's individual retirement account and the remainder of the shares were purchased for the accounts of his three children. The total consideration for said open market purchases equaled $183,112.80 (excluding trading costs) and the consideration came from Rothstein's and his children's unencumbered personal funds. Item 5. Interest in the Securities of the Issuer. Subparagraph (a)-(b) of Item 5 of Amendment No. 4 is hereby supplemented and amended to read in its entirety as follows: As of the date hereof, Rothstein has acquired beneficial ownership of 789,034 shares of Common Stock (Rothstein's beneficial ownership now totals 32.2% of the total number of common shares outstanding). Rothstein has the sole power to vote and direct the vote and the sole power to dispose and direct the disposition of 342,183 of such shares. Of the 789,034 shares of Common Stock that Rothstein has beneficial ownership of, 351,001 are shares of Common Stock issuable upon the exercise of his stock options. Such options are exercisable in the following manner: (i) 93,807 shares at an exercise price of $3.73 per shares; (ii) 70,000 shares at an exercise price of $3.39 per share; (iii) 57,881 shares at an exercise price of $7.12 per share; (iv) 27,563 shares at an exercise price of $5.44 per share; (v) 36,750 shares at an exercise price of $5.36 per share; (vi) 30,000 shares at an exercise price of $4.00 per share; (vii) 10,000 shares (2,500 of which are vested) at an exercise price of $4.6875 per share; and (viii) 25,000 shares at an exercise price of $7.50 per share. Until Rothstein exercises his options, he does not possess the sole power to vote or to direct the vote, the shared power to vote or to direct the vote, the sole power to dispose or the direct the disposition, or the shared power to dispose or to direct the disposition of the underlying shares represented by the options. Of the 95,850 shares of Common Stock that Rothstein shares voting and dispositive power, 6,703 of such shares are owned by his spouse's individual retirement account, 26,213 of such shares are owned by his daughter Caroline, 44,967 of such shares are owned by his son Joshua, and 17,967 of such shares are owned by his daughter Natalie. Rothstein's spouse and children live with him at the address stated in Item 2. The above stated percentage ownership calculation assumes 2,096,113 shares of Olympic are issued and outstanding, and assumes exercise of Rothstein's options and includes shares owned by his spouse and children. See Item 2 for information on Control Persons. ------------------- Page 4 of 4 Pages ------------------- Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer. The terms of the Plan, attached as Exhibit A to this Amendment, are hereby incorporated by reference as though fully set forth herein. Item 7. Materials to be Filed as Exhibits. Item 7 is hereby deleted in its entirety and replaced by the addition of the following exhibit: 1. "Exhibit A" of this Schedule 13D/A is the Issuer's 1999 Stock Option Plan and is hereby incorporated by reference to Exhibit 4.3 on the Issuer's Form S-8 filed in February, 1999 as though fully set forth herein. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 8, 2000 By: /s/ Steven A. Rothstein ----------------------- Steven A. Rothstein -----END PRIVACY-ENHANCED MESSAGE-----