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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. 7)*
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)
December 7 , 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
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 368,310
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
127,250
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 368,310
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
127,250
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
844,061
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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
34.53%
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TYPE OF REPORTING PERSON (See Instructions)
14
IN
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Page 3 of 4 Pages
This Amendment No. 7 supplements and amends Amendment No. 6 on Schedule 13D
dated November 10, 2000 ("Amendment No. 6") filed by the reporting person,
Steven A. Rothstein ("Rothstein"). This Amendment No. 7 is being filed to
report that between November 20, 2000 and December 13, 2000, Rothstein directly
and indirectly made eight (8) open market purchases of Common Stock of Olympic
Cascade Financial Corporation ("Olympic" or the "Issuer") resulting in the
aggregate purchase of 32,527 shares. This Amendment No. 7 supplements and
amends Amendment No. 6 only with respect to Items 3 and 5 as set forth below.
All other items are unchanged from Amendment No. 6. All capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in Amendment
No. 6.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of Amendment No. 6 is supplemented and amended by inserting the
following paragraph at the end thereof:
Beginning on November 20, 2000 and ending on December 13, 2000, Rothstein
directly and indirectly made eight (8) open market purchases of Olympic Common
Stock resulting in the aggregate purchase of 32,527 shares. Of the 32,527
shares purchased, 5,000 shares were purchased for Rothstein's individual
retirement account, 527 shares were purchased for Rothstein's personal 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
$122,599.00 (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 6 of Amendment No. 7 is hereby supplemented
and amended to read in its entirety as follows:
As of the date hereof, Rothstein has acquired beneficial ownership of
844,061 shares of Common Stock (Rothstein's beneficial ownership now totals
34.53% 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 368,310 of such shares. Of the 844,061
shares of Common Stock that Rothstein has beneficial ownership of, 348,501
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) 2,500 shares (another 7,500
not included herein will vest in three equal installments on April 16 of
2001, 2002 and 2003) 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 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 127,250 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, 35,813 of such shares are owned by
his daughter Caroline, 57,967 of such shares are owned by his son Joshua,
and 26,767 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 (as 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 sixty days of
the date hereof (348,501) and includes shares owned by Rothstein, his
spouse and children. See Item 2 for information on Control Persons.
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Page 4 of 4 Pages
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: December 14, 2000
By: /s/ Steven A. Rothstein
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Steven A. Rothstein
