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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Olympic Cascade Financial Corporation
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(Name of Issuer)
Common Shares, $0.02 par value per share
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(Title of Class of Securities)
68158N106
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(CUSIP Number)
Steven A. Rothstein
c/o Olympic Cascade Financial Corporation
875 North Michigan Avenue, Ste. 1560
Chicago, Illinois 60611
312-751-8833
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 10, 2000
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(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).
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SCHEDULE 13D
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CUSIP NO. 68158N106 Page 2 of 4 Pages
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Steven A. Rothstein
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4
PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF
362,783
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 100,250
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
362,783
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
100,250
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
814,034
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(See Instructions)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
33.27%
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TYPE OF REPORTING PERSON (See Instructions)
14
IN
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Page 3 of 4 Pages
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This Amendment No. 6 supplements and amends Amendment No. 5 on Schedule 13D
dated August 9, 2000 ("Amendment No. 5") filed by the reporting person, Steven
A. Rothstein ("Rothstein"). Amendment No. 5 was mistakenly filed via Edgar under
National Securities Corporation, the Issuer's (as defined below) wholly-owned
subsidiary. This Amendment No. 6 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 August 28, 2000 grant of options to purchase 15,000 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 August 18, 2000 and ending on November 8, 2000, Rothstein directly
and indirectly made twelve open market purchases of Olympic Common Stock
resulting in the aggregate purchase of 21,500 shares and on November 10, 2000
Rothstein exercised a stock option for 10,000 shares. This Amendment No. 6 also
reflects a 6,500 share decrease in the beneficial ownership of Rothstein
determined in August 2000 to have stemmed from an accounting error. This
Amendment No. 6 supplements and amends Amendment No. 5 only with respect to
Items 3 and 5 as set forth below. All other items are unchanged from Amendment
No. 5. All capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in Amendment No. 5.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of Amendment No. 5 is supplemented and amended by inserting the
following paragraph at the end thereof:
Pursuant to the Plan, on August 28, 2000, the Issuer granted stock options to
Rothstein to purchase 15,000 shares of Common Stock at an exercise price of
$6.125. Said options were immediately exercisable on the date of the grant and
expire on August 28, 2005. Additionally, beginning on August 18, 2000 and ending
on November 8, 2000, Rothstein directly and indirectly made twelve open market
purchases of Olympic Common Stock resulting in the aggregate purchase of 21,500
shares. Of the 21,500 shares purchased, 17,100 shares were purchased for
Rothstein's individual retirement account and the remainder of the shares were
purchased for the accounts of two of his three children. The total consideration
for said open market purchases equaled $113,545.00 (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. 6 is hereby supplemented
and amended to read in its entirety as follows:
As of the date hereof, Rothstein has acquired beneficial ownership of
819,034 shares of Common Stock (Rothstein's beneficial ownership now totals
33.27% 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 362,783 of such shares. Of the 819,034 shares of
Common Stock that Rothstein has beneficial ownership of, 356,001 are shares
of Common Stock issuable upon the exercise of his stock options. Such
options are exercisable in the following manner: (i) 83,807 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 and another 2,500 of which will be vested within six
months) at an exercise price of $4.6875 per share; (viii) 25,000 shares at
an exercise price of $7.50 per share; and (ix) 15,000 shares at an exercise
price of $6.125 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 to direct the
disposition, or the shared power to dispose or to direct the disposition of
the underlying shares represented by the options. Of the 100,250 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, 29,213
of such shares are owned by his daughter Caroline, 46,367 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
takes into account a 6,500 share decrease in the beneficial ownership of
Rothstein determined in August 2000 to have stemmed from an accounting
error, assumes 2,096,113 shares of Olympic are issued and outstanding (as
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Page 4 of 4 Pages
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stated in Issuer's Quarterly Report on Form 10-Q dated August 11, 2000),
assumes exercise of Rothstein's options which are currently exercisable or
exercisable within six months of the date hereof (351,001) and includes
shares owned by Rothstein, his spouse and children. See Item 2 for
information on Control Persons.
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: November 17, 2000
By: /s/ Steven A. Rothstein
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Steven A. Rothstein
