-----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, B7VOBraci4I6px+jgiUBAyDIxQdx489P7Uesh/TdBSFrG4BYqbKKxaspi/S9Zqsf VEhgTdbZy/TVsmsOLVclQw== 0000950151-97-000203.txt : 19970616 0000950151-97-000203.hdr.sgml : 19970616 ACCESSION NUMBER: 0000950151-97-000203 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970613 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OLYMPIC CASCADE FINANCIAL CORP CENTRAL INDEX KEY: 0001023844 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 364128138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-51125 FILM NUMBER: 97624097 BUSINESS ADDRESS: STREET 1: 1001 FOURTH AVENUE STREET 2: STE 2200 CITY: SEATTLE STATE: WA ZIP: 98154 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 STEVE A CENTRAL INDEX KEY: 0000940565 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2737 ILLINOIS RD CITY: WILMETTE STATE: IL ZIP: 60091 BUSINESS PHONE: 8472562995 MAIL ADDRESS: STREET 1: 2737 ILLINOIS RD CITY: WILMETTE STATE: IL ZIP: 60091 SC 13D 1 SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 OLYMPIC CASCADE FINANCIAL CORPORATION (Name of Issuer) STEVEN A. ROTHSTEIN (Name of person(s) filing Statement) Common Shares, $0.02 par value per share (Title of Class of Securities) 637605205 (CUSIP Number) May 20, 1997 (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 Rule 13-1 (b) (3) or (4), check the following: [ ] Check the following box if a fee is being paid with this statement: [X] 2 CUSIP NO. 637605205 - ------------------------------------------------------------------------------- (1) Names of Reporting Persons Steven A. Rothstein S.S. or I.R.S. Identification ###-##-#### Nos. Of Above Persons - ------------------------------------------------------------------------------- (2) Check the appropriate Box (a) if a Member of a Group (b) - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds PF - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power 215,142 Beneficially Owned Each Reporting Person With (8) Shared Voting 24,985 (9) Sole Dispositive 215,142 (10) Shared Dispositive Power 24,985 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 466,272 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row 11 30.4% - ------------------------------------------------------------------------------- (14) Type of Reporting Person IN - ------------------------------------------------------------------------------- 3 Schedule 13D Item 1. Security and Issuer. Name of Issuer: Olympic Cascade Financial Corporation ("Olympic") Address of Issuer's Principal Executive Offices: 1001 Fourth Avenue Suite 2200 Seattle, Washington 98154 Security: Common Shares, $0.02 par value per share ("Shares"). Item 2. Identity and Background. (a) Name of person filing: Steven A. Rothstein ("Rothstein") (b) Residence Address: 2737 Illinois Road Wilmette, Illinois 60091 (c) Present principal occupation and address: Chairman Olympic Cascade Financial Corporation 1001 Fourth Avenue Suite 2200 Seattle, Washington 98154 (d) During the last five years, Rothstein has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Rothstein has not been subject to a judgment, decree or final order enjoining future violations of or mandating activities subject to federal or state securities laws, or finding any violation with respect to such laws. (f) Citizenship: Rothstein is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. On March 27, 1997, Rothstein purchased a total of 500 Shares with personal funds. On May 20, 1997, Rothstein purchased an additional 39,770 Shares, also with personal funds. No part of the purchase price for these Shares is or will be represented by borrowed funds. 4 Item 4. Purpose of the Transaction. Rothstein acquired the Shares referenced in Item 3 above in private transactions solely for the purpose of investment. Rothstein acquired these Shares for his own account with no intention of selling the Shares in a public distribution in violation of the federal securities laws or of any applicable state securities laws. Rothstein intends to review continuously his position in Olympic, and may, depending upon his evaluation of developments and upon price, availability of Shares, warrants and other factors, determine to increase, decrease or eliminate his position in Olympic. Except as otherwise disclosed herein, Rothstein, in his capacity as a beneficial owner of the Shares is not formally considering any plans or proposals which relate to or would result in any of the following: (a) the acquisition by any person of additional securities of Olympic, or the disposition of securities of Olympic; (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving Olympic or any of its subsidiaries; (c) a sale or transfer of any material amount of assets of Olympic or any of its subsidiaries; (d) any change in Olympic's Board of Directors or management; (e) any material change in the present capitalization or dividend policy of Olympic; (f) any material change in Olympic's business, corporate structure, charter or bylaws; (g) any change which would impede the acquisition of control of Olympic by any person; (h) causing any class of securities of Olympic to be delisted; (i) Olympic common stock to be eligible to be deregistered under the Securities Exchange Act of 1934; or (j) any actions similar to those enumerate above. Item 5. Interest in Securities of the Issuer. (a) Following adjustments for purchase referenced above and for the 5% stock dividend distributed to Shareholders in May, 1997, as of the date hereof, Rothstein directly owns 215,142 Shares, and indirectly owns beneficially 251,130 Shares, representing in the aggregate approximately 30.4% of the total outstanding Shares of Olympic. Rothstein is deemed the indirect beneficial owner of 226,145 Shares by virtue of options granted to him by Olympic: Rothstein owns options to purchase (i) 81,035 Shares at an exercise price of $4.10 per Share; (ii) 92,610 Shares at an exercise price of $3.91 per Share; and (iii) 52,500 Shares at an exercise price of $7.84 per Share. Rothstein also is the indirect beneficial owner of 6,079 Shares owned by his spouse, 10,804 Shares owned by his daughter Caroline, and 4,051 Shares owned by each of his two other children, Joshua and Natalie. The above percentage ownership calculation assumes 1,305,900 Shares of Olympic are issued and outstanding, and assumes exercise of Rothstein's options and includes Shares owned by his spouse and children. (b) Rothstein possesses the sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition of 215,142 Shares. 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 to direct the disposition, or the shared power to dispose or to direct the disposition of the underlying Shares represented by the options. 5 (c) On March 27, 1997, Rothstein purchased a total of 500 Shares from Mark Goldwasser, at a price of $8.00 per share in a private transaction. On May 20, 1997, Rothstein purchased an option to purchase 28,941 Shares from Norman Lynn, at a price of $4.92 per share in a private transaction. On May 20, 1997, Rothstein purchased an option to purchase 10,829 Shares from Norman Lynn, at a price of $5.32 per share in a private transaction. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer. Not applicable. Item 7. Material to be Filed as Exhibits. None. 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. /s/ STEVEN A. ROTHSTEIN ------------------------- Steven A. Rothstein -------------------------- Date -----END PRIVACY-ENHANCED MESSAGE-----