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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PACIFIC COAST APPAREL COMPANY, INC.
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(Name of Issuer)
STEVEN A. ROTHSTEIN
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(Name of person(s) filing Statement)
Common Shares, no par value per share
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(Title of Class of Securities)
694074105
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(CUSIP Number)
December 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: [X]
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CUSIP NO. 637605205
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(1) Names of Reporting Persons Steven A. Rothstein
S.S. or I.R.S. Identification ###-##-####
Nos. Of Above Persons
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(2) Check the appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
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(3) SEC Use Only
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(4) Source of Funds PF
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(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
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(6) Citizenship or Place of
Organization United States
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Number of Shares (7) Sole Voting Power 246,975
Beneficially Owned
Each Reporting ----------------------------------------------------
Person With (8) Shared Voting
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(9) Sole Dispositive 246,975
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(10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 246,975
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(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
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(13) Percent of Class Represented
by Amount in Row 11 7.5%
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(14) Type of Reporting Person IN
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Schedule 13D
Item 1. Security and Issuer.
Name of Issuer: Pacific Coast Apparel Company ("ACA Joe")
Address of Issuer's Principal Executive Offices:
11828 Teale Street
Culver City, California 90230
Security: Common Shares, no 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 warrants to purchase 125,975 Shares with personal
funds. At the time, Rothstein already owned 26,500 Shares and warrants to
purchase 94,500 Shares which he received from National Securities Corporation
("National") as partial compensation for his role in assisting National as
managing underwriter of the Issuer's Shares and warrants in a public offering in
August, 1996. No part of the purchase price for these Shares or warrants is or
will be represented by borrowed funds.
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Item 4. Purpose of the Transaction.
Rothstein acquired the Shares and warrants in private transactions
solely for the purpose of investment. Rothstein acquired the Shares and warrants
for his own account with no intention of selling either 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 ACA Joe, and
may, depending upon his evaluation of developments and upon price, availability
of Shares, warrants and other factors, determine to increase, decrease or
eliminate his position in ACA Joe.
Except as otherwise disclosed herein, Rothstein, in his capacity as a
beneficial owner of the Shares are warrants 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 ACA Joe, or the
disposition of securities of ACA Joe; (b) an extraordinary corporate
transaction, such as a merger, reorganization, or liquidation, involving ACA Joe
or any of its subsidiaries; (c) a sale or transfer of any material amount of
assets of ACA Joe or any of its subsidiaries; (d) any change in ACA Joe's Board
of Directors or management; (e) any material change in the present
capitalization or dividend policy of ACA Joe; (f) any material change in ACA
Joe's business, corporate structure, charter or bylaws; (g) any change which
would impede the acquisition of control of ACA Joe by any person; (h) causing
any class of securities of ACA Joe to be delisted; (i) ACA Joe 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 26,500 Shares, and
directly owns warrants to purchase 220,475 Shares, representing in the aggregate
approximately 7.5% of the total outstanding Shares of ACA Joe.
(b) Rothstein possesses the sole power to vote or to direct the vote,
and sole power to dispose or to direct the disposition of 26,500 Shares. Until
Rothstein exercises his warrants, 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 warrants.
(c) On December 9, 1996 Rothstein purchased a total of 125,975 warrants
to purchase Shares from National Securities Corporation, at a price of $0.3893
per warrant in a private transaction. At the time, Rothstein already owned
26,500 Shares, and warrants to purchase 94,500 Shares which he received from
National Securities Corporation ("National") as partial compensation for his
role in assisting National as managing underwriter of the Issuer's Shares and
warrants in a public offering in August, 1996.
(d) Not applicable.
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(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
12/17/96
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Date
