-----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, VJbiQ5/n3YaaHJwA7uC+oDkiQ97LK8DxVSmB96TKZ/TSmSVWhMAidvRIN1umi/+P vBp6m0Sj5NJN5+kI31FFJw== 0001047469-98-045497.txt : 19981231 0001047469-98-045497.hdr.sgml : 19981231 ACCESSION NUMBER: 0001047469-98-045497 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981230 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: 0926 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-51125 FILM NUMBER: 98778400 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 STEVE A CENTRAL INDEX KEY: 0000940565 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 875 NORTH MICHIGAN AVENUE STREET 2: SUITE 1560 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 8472562995 MAIL ADDRESS: STREET 1: 875 NORTH MICHIGAN AVENUE STREET 2: SUITE 1560 CITY: CHICAGO STATE: IL ZIP: 60611 SC 13D 1 SC 13D 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) 68158N106 -------------- (CUSIP Number) December 22, 1998 ------------------------------------------------------- (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] CUSIP NO. 68158N106 ----------
(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 Beneficially Owned by 370,683 Each Reporting (8) Shared Voting ------- Person With 58,550 (9) Sole Dispositive ------- 370,683 (10) Shared Dispositive ------- Power 58,550 ------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 752,442 ------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (13) Percent of Class Represented by Amount in Row 11 40.86% -------- (14) Type of Reporting Person IN
SCHEDULE 13D ITEM 1. SECURITY AND ISSUER. Name of Issuer: Olympic Cascade Financial Corporation ("Olympic") Address of Issuer's Principal Executive Offices: 875 N. Michigan Avenue Suite 1560 Chicago, Illinois 60611 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, President and CEO Olympic Cascade Financial Corporation 875 N. Michigan Avenue Suite 1560 Chicago, Illinois 60611 (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 December 18, 1998 Rothstein purchased 84,763 Shares and Rothstein's son purchased 31,000 Shares from the same seller. On December 22, 1998 Rothstein purchased an additional 9,224 Shares from another seller. Funds for the two purchases by Rothstein were borrowed from N.D. Management Co., Inc., subject to a three-year installment note. Certain securities owned by Rothstein, including those Shares purchased with the borrowed funds, collaterize the note. The margin debit representing the funds borrowed against restricted Shares as detailed in Rothstein's April 13,1998 filing, has been repaid to the lender and therefore, the funds borrowed for the purchases detailed in this filing reflect the total outstanding debt for all purchases by Rothstein. ITEM 4. PURPOSE OF THE TRANSACTION. Rothstein acquired the Shares referenced in Item 3 above solely for the purpose of investment. Rothstein acquired these shares for his own account with no intention of violating federal securities laws or 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 enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the date hereof, Rothstein directly owns 370,683 Shares, and indirectly owns beneficially 381,759 Shares representing in the aggregate approximately 40.86% of the total outstanding Shares of Olympic. Rothstein is deemed the indirect beneficial owner of 323,209 Shares by virtue of options granted to him by Olympic: Rothstein owns options to purchase (i) 93,807 Shares at an exercise price of $3.73 per Share; (ii) 107,208 Shares at an exercise price of $3.39 per Share; (iii) 57,881 Shares at an exercise price of $7.11 per Share; (iv) 27,563 Shares at an exercise price of $5.44 per share; and (v) 36,750 Shares at an exercise price of $5.36. Rothstein also is the indirect beneficial owner of 6,703 Shares owned by his spouse, 11,913 Shares owned by his daughter Caroline, 35,467 Shares owned by his son Joshua, and 4,467 Shares owned by his daughter Natalie. The above percentage ownership calculation assumes 1,841,725 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 the sole power to dispose or to direct the disposition, of 370,683 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 the direct the disposition, or the shared power to dispose or to direct the disposition of the underlying Shares represented by the options. (c) Not applicable. (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 12/28/98 -------------------------- Date -----END PRIVACY-ENHANCED MESSAGE-----