<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NATIONAL SECURITIES 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)
March 29, 1996
(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: [ ]
<PAGE> 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
Beneficially Owned 134,830
Each Reporting (8) Shared Voting
Person With 0
(9) Sole Dispositive
134,830
(10) Shared Dispositive Power
0
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
289,830
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row 11
30.9%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person
IN
- --------------------------------------------------------------------------------
<PAGE> 3
Schedule 13D
Item 1. Security and Issuer.
Name of Issuer: National Securities Corporation ("National")
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
National Securities 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.
Rothstein purchased the 37,656 Shares with personal funds. No part of
the purchase price for these Shares is or will be represented by borrowed funds.
<PAGE> 4
Item 4. Purpose of the Transaction.
Rothstein acquired the Shares in a private transaction solely for the
purpose of investment. Rothstein acquired the 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 presently intends to acquire 20,000 more Shares with personal
funds in a separate private transaction scheduled to close in September, 1996.
Rothstein intends to review continuously his position in National, and
may, depending upon his evaluation of developments and upon price, availability
of Shares and other factors, determine to increase, decrease or eliminate his
position in National.
Except as otherwise disclosed herein, Rothstein, in his capacity as a
beneficial owner of the Shares is not 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 National, or the disposition of securities of
National; (b) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving National or any of its subsidiaries;
(c) a sale or transfer of any material amount of assets of National or any of
its subsidiaries; (d) any change in National's Board of Directors or management;
(e) any material change in the present capitalization or dividend policy of
National; (f) any material change in National's business, corporate structure,
charter or bylaws; (g) any change which would impede the acquisition of control
of National by any person; (h) causing any class of securities of National to be
delisted; (i) National 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) As of the date hereof, Rothstein directly owns 134,830 Shares, and
indirectly owns beneficially 155,000 Shares, representing in the aggregate
approximately 30.9% of the total outstanding Shares of National. Rothstein is
deemed the indirect beneficial owner of 150,000 Shares by virtue of options
granted to him by National: Rothstein owns options to purchase (i) 70,000 Shares
at an exercise price of $5.00 per Share; and (ii) 80,000 Shares at an exercise
price of $4.54 per Share. Rothstein also is the indirect beneficial owner of
5,000 Shares owned by his spouse. The above percentage ownership calculation
assumes 952,614 Shares of National are issued and outstanding, based upon the
802,614 reported issued and outstanding on National's Form 10-C dated July 1,
1996, assuming exercise of Rothstein's options and considering Shares owned by
his spouse.
(b) Rothstein possesses the sole power to vote or to direct the vote,
and sole power to dispose or to direct the disposition of 134,830 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.
<PAGE> 5
(c) On March 29, 1996 Rothstein purchased 37,656 Shares from N.D.
Management Co. at a price of $5.311 per share in a private transaction.
On April 1, 1996 National granted Rothstein an option to purchase
20,300 Shares at an exercise price of $5.00 per Share. The options were fully
vested on grant and expire five years thereafter. National granted these options
in accordance with the terms of an agreement between National and Rothstein
dated May 23, 1995.
On April 1, 1996 National granted Rothstein an option to purchase
80,000 Shares at an exercise price of $4.54 per Share. The options were fully
vested on grant and expire five years thereafter.
(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.
-------------------------
Steven A. Rothstein
--------------------------
Date
