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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)
637605205
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(CUSIP Number)
August 20, 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: [ ]
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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 United States
Organization
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(7) Sole Voting Power 276,696
Number of
Shares --------------------------------------------------------
Beneficially (8) Shared Voting 27,550
Owned by
Each --------------------------------------------------------
Reporting (9) Sole Dispositive 276,696
Person With
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(10) Shared Dispositive Power 27,550
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(11) Aggregate Amount Beneficially 627,455
Owned by Each Reporting Person
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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 34.07%
by Amount in Row 11
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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 North 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
Olympic Cascade Financial Corporation
875 North 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 August 17, 1998, Rothstein purchased a total of 1000 Shares with
personal funds. The Shares were purchased in a brokers' transaction which
settled on August 20, 1998. 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 a market
transaction 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 are warrants 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, as of the date
hereof, Rothstein directly owns 275,696 Shares, and indirectly owns beneficially
350,759 Shares, representing in the aggregate approximately 34.07% 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 36,750 Shares at an exercise price of $5.36 per Share.
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 1,518,516 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 276,696 Shares. Until
Rothstein exercises his options, he does not possess the sole power to vote or
to direct the vote, the shared power to 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 August 17, 1998, Rothstein purchased a total of 1000 Shares with
personal funds. The Shares were purchased in a brokers' transaction which
settled on August 20, 1998.
(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
9/10/98
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Date
