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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment)
Under the Securities Exchange Act of 1934
NATIONAL SECURITIES CORPORATION
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(Name of Issuer)
STEVEN A. ROTHSTEIN
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(Name of person(s) filing Statement)
Common Shares, $0.02 par value per share
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(Title of Class of Securities)
637605205
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(CUSIP Number)
October 9, 1996
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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 Rule 13-1 (b) (3) or (4), check the
following: [ ]
Check the following box if a fee is being paid with this
statement: [ ]
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CUSIP NO. 637605205
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------
(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
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(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
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Number of Shares (7) Sole Voting Power 156,795
Beneficially Owned -------------------
Each Reporting ------------------------------------------------------
Person With (8) Shared Voting 22,649
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(9) Sole Dispositive
156,795
--------------------
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(10) Shared Dispositive
Power 22,649
--------------------
- -----------------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 344,819
--------------------
- -----------------------------------------------------------------------------------------
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
- -----------------------------------------------------------------------------------------
(13) Percent of Class Represented
by Amount in Row 11 34.1%
--------------------
- -----------------------------------------------------------------------------------------
(14) Type of Reporting Person IN
- -----------------------------------------------------------------------------------------
</TABLE>
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Schedule 13D/A
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 a total of 1,025 Shares with personal funds. No
part of the purchase price for these Shares is or will be represented by
borrowed funds.
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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 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) Following adjustments for purchase referenced above and for
the 5% stock dividend distributed to Shareholders in September, 1996, as of the
date hereof, Rothstein directly owns 156,795 Shares, and indirectly owns
beneficially 188,024 Shares, representing in the aggregate approximately 34.1%
of the total outstanding Shares of National. Rothstein is deemed the indirect
beneficial owner of 165,375 Shares by virtue of options granted to him by
National: Rothstein owns options to purchase (i) 77,175 Shares at an exercise
price of $4.54 per Share; and (ii) 88,200 Shares at an exercise price of $4.12
per Share. Rothstein also is the indirect beneficial owner of 5,513 Shares
owned by his spouse, 9,788 Shares owned by his daughter Caroline, and 3,674
Shares owned by each of his two other children, Joshua and Natalie. The above
percentage ownership calculation assumes 1,010,623 Shares of National are
issued and outstanding, based upon the 845,248 reported issued and outstanding
on National's Form 10-C dated September 17, 1996, assuming exercise of
Rothstein's options and considering Shares owned by his spouse and children.
(b) Rothstein possesses the sole power to vote or to direct the
vote, and sole power to dispose or to direct the disposition of 156,795 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.
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(c) On September 5, 1996 Rothstein purchased a total of 1,025
Shares from Mark Goldwasser, at a price of $8.25 per share in a private
transaction.
(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
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Steven A. Rothstein
10-17-96
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Date
