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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
OLYMPIC CASCADE FINANCIAL 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)
May 20, 1997
(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 215,142
Beneficially Owned
Each Reporting
Person With (8) Shared Voting
24,985
(9) Sole Dispositive
215,142
(10) Shared Dispositive
Power 24,985
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(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 466,272
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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 30.4%
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(14) Type of Reporting Person IN
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Schedule 13D
Item 1. Security and Issuer.
Name of Issuer: Olympic Cascade Financial Corporation ("Olympic")
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
Olympic Cascade Financial 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.
On March 27, 1997, Rothstein purchased a total of 500 Shares with
personal funds. On May 20, 1997, Rothstein purchased an additional 39,770
Shares, also 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 referenced in Item 3 above in private
transactions solely for the purpose of investment. Rothstein acquired these
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 Olympic, 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 Olympic.
Except as otherwise disclosed herein, Rothstein, in his capacity as a
beneficial owner of the Shares is not formally 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 Olympic, or the
disposition of securities of Olympic; (b) an extraordinary corporate
transaction, such as a merger, reorganization, or liquidation, involving Olympic
or any of its subsidiaries; (c) a sale or transfer of any material amount of
assets of Olympic or any of its subsidiaries; (d) any change in Olympic's Board
of Directors or management; (e) any material change in the present
capitalization or dividend policy of Olympic; (f) any material change in
Olympic's business, corporate structure, charter or bylaws; (g) any change which
would impede the acquisition of control of Olympic by any person; (h) causing
any class of securities of Olympic to be delisted; (i) Olympic 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 May, 1997, as of the date hereof,
Rothstein directly owns 215,142 Shares, and indirectly owns beneficially 251,130
Shares, representing in the aggregate approximately 30.4% of the total
outstanding Shares of Olympic. Rothstein is deemed the indirect beneficial owner
of 226,145 Shares by virtue of options granted to him by Olympic: Rothstein owns
options to purchase (i) 81,035 Shares at an exercise price of $4.10 per Share;
(ii) 92,610 Shares at an exercise price of $3.91 per Share; and (iii) 52,500
Shares at an exercise price of $7.84 per Share. Rothstein also is the indirect
beneficial owner of 6,079 Shares owned by his spouse, 10,804 Shares owned by his
daughter Caroline, and 4,051 Shares owned by each of his two other children,
Joshua and Natalie. The above percentage ownership calculation assumes 1,305,900
Shares of Olympic are issued and outstanding, and assumes exercise of
Rothstein's options and includes 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 215,142 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 March 27, 1997, Rothstein purchased a total of 500 Shares from
Mark Goldwasser, at a price of $8.00 per share in a private transaction.
On May 20, 1997, Rothstein purchased an option to purchase
28,941 Shares from Norman Lynn, at a price of $4.92 per share in a private
transaction.
On May 20, 1997, Rothstein purchased an option to purchase
10,829 Shares from Norman Lynn, at a price of $5.32 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.
/s/ STEVEN A. ROTHSTEIN
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Steven A. Rothstein
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Date
