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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
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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)
68158N106
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(CUSIP Number)
December 22, 1998
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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. 68158N106
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<TABLE>
<CAPTION>
<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
(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 370,683
Each Reporting (8) Shared Voting -------
Person With 58,550
(9) Sole Dispositive -------
370,683
(10) Shared Dispositive -------
Power 58,550
-------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 752,442
-------
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
(13) Percent of Class Represented
by Amount in Row 11 40.86%
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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:
875 N. Michigan Avenue
Suite 1560
Chicago, Illinois 60611
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, President and CEO
Olympic Cascade Financial Corporation
875 N. Michigan Avenue
Suite 1560
Chicago, Illinois 60611
(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 December 18, 1998 Rothstein purchased 84,763 Shares and
Rothstein's son purchased 31,000 Shares from the same seller. On December 22,
1998 Rothstein purchased an additional 9,224 Shares from another seller.
Funds for the two purchases by Rothstein were borrowed from N.D. Management
Co., Inc., subject to a three-year installment note. Certain securities owned
by Rothstein, including those Shares purchased with the borrowed funds,
collaterize the note. The margin debit representing the funds borrowed
against restricted Shares as detailed in Rothstein's April 13,1998 filing,
has been repaid to the lender and therefore, the funds borrowed for the
purchases detailed in this filing reflect the total outstanding debt for all
purchases by Rothstein.
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ITEM 4. PURPOSE OF THE TRANSACTION.
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) As of the date hereof, Rothstein directly owns 370,683 Shares,
and indirectly owns beneficially 381,759 Shares representing in the aggregate
approximately 40.86% 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, 35,467 Shares owned by his son Joshua,
and 4,467 Shares owned by his daughter Natalie. The above percentage
ownership calculation assumes 1,841,725 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
370,683 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 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.
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(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
12/28/98
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Date
