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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)
November 11, 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
(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 by 248,696
Each Reporting (8) Shared Voting
Person With 27,550
(9) Sole Dispositive
248,696
(10) Shared Dispositive
Power
27,550
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 599,455
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
(13) Percent of Class Represented
by Amount in Row 11 32.6%
(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 November 11, 1997 Rothstein was granted options to purchase 36,750
Shares (as adjusted, following a 5% stock dividend in December of 1997) by
Olympic. On February 26, 1998, Rothstein purchased a total of 8,500 Shares. On
March 9, 1998, Rothstein purchased a total of 3,000 Shares. These Shares were
purchased with funds borrowed against marginable, restricted Shares of Olympic
common stock directly and beneficially owned by Rothstein.
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Item 4. Purpose of the Transaction.
Rothstein was granted the options referenced in Item 3 through Olympic's
stock option plans.
Rothstein acquired the Shares referenced in Item 3 above solely for the
purpose of investment. Rothstein acquired these shares for his own account with
no intention of violating federal securities laws or 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 enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Following adjustments for purchases referenced above and for the 5%
stock dividends distributed to Shareholders in September and December 1997, as
of the date hereof, Rothstein directly owns 248,696 Shares, and indirectly owns
beneficially 350,759 Shares representing in the aggregate approximately 32.58%
of the total outstanding Shares of Olympic. Rothstein is deemed the indirect
beneficial owner of 323,209 Shares by virtue of options granted to him by
Olympic: Rothstein owns options to purchase (i) 93,807 Shares at an exercise
price of $3.73 per Share; (ii) 107,208 Shares at an exercise price of $3.39 per
Share; (iii) 57,881 Shares at an exercise price of $7.11 per Share; (iv) 27,563
Shares at an exercise price of $5.44 per share; and (v) 36,750 Shares at an
exercise price of $5.36. Rothstein also is the indirect beneficial owner of
6,703 Shares owned by his spouse, 11,913 Shares owned by his daughter Caroline,
and 4,467 Shares owned by each of his two other children, Joshua and Natalie.
The above percentage ownership calculation assumes 1,839,725 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 the sole power to dispose or to direct the disposition, of 248,696 Shares.
Until Rothstein exercises his options, he does not possess the sole power to
vote or to direct the vote, the shared power to
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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.
(c) Not applicable.
(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
04-02-98
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Date
