<PAGE>
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).
<PAGE>
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>
-------------------
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>
-------------------
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
