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Filed Pursuant to Rule 424(b)(3)
Registration File No.: 333-21737
SUPPLEMENT NO. 1 TO OFFER TO EXCHANGE
DATED FEBRUARY 13, 1997
WAXMAN USA INC.
March 11, 1997
To Holders of Waxman USA Inc.'s Series A
11 1/8% Senior Notes due 2001
On February 13, 1997, Waxman USA Inc. (the "Company") commenced an
offer to exchange for $4,830,000 aggregate principal amount of Waxman USA
Inc.'s Series A 11 1/8% Senior Notes Due 2001, $4,830,000 aggregate principal
amount of the Company's Series B 11 1/8% Senior Notes Due 2001 (the "Senior
Notes"), subject to the terms and conditions set forth in the Offer to Exchange
("Offer to Exchange") dated February 13, 1997 and related Letter of Transmittal
and instructions thereto. Capitalized terms used but not defined herein shall
have the meanings assigned thereto in such Offer to Exchange.
On February 27,1997, Barnett Inc. ("Barnett") filed a Registration
Statement (the "Barnett Registration Statement") with the Securities and
Exchange Commission with respect to the offer and sale of approximately
2,000,000 shares (2,150,000 shares if the underwriters' over-allotment option
is exercised in full) of Barnett's common stock, of which approximately
500,000 shares are to be sold by Barnett and 1,500,000 shares and any shares
to be sold as a result of the underwriters' exercise of an over-allotment
option, are to be sold by the Company (the "Offering"). The Company owns
approximately 49.9% of voting capital stock of Barnett and, together with
convertible non-voting preferred stock of Barnett owned by the Company,
approximately 54% of the capital stock of Barnett.
As set forth in the Barnett Registration Statement, the net proceeds
to be received by the Company from the Offering, after deducting the estimated
underwriting discounts and expenses of the Offering payable by the Company,
are estimated to be approximately $36.1 million ($39.7 million if the
underwriters' over-allotment option is exercised in full), assuming a public
offering price of $26.00 per share. The Company intends to use all or a
substantial portion of the net proceeds received by it to repay indebtedness
including the (i) repayment of a portion of the outstanding principal amount
of the Senior Notes (including accrued interest and redemption premiums)
and/or (ii) repayment of a portion of Waxman Industries, Inc.'s 12 3/4%
Senior Secured Deferred Coupon Notes due June 1, 1999. Any proceeds not used
to repay the foregoing debt will be reinvested in the Company's businesses.
As set forth in the Barnett Registration Statement, the net proceeds
to be received by Barnett from the Offering, after deducting the estimated
underwriting discounts and expenses of the Offering payable by Barnett, are
approximately $12.0 million, assuming an offering price of $25.50 per share.
Barnett intends to use all of the net proceeds to be received by it in the
Offering for the (i) repayment of the outstanding borrowings ($2.6 million at
February 20, 1997) under Barnett's revolving credit facility; and/or (ii)
general corporate purposes, which may include the acquisition and/or
development of product categories complementary to Barnett's existing
product offerings and the expansion and/or relocation of Barnett's
telesales facilities.
Upon the completion of the Offering, the Company will beneficially own
approximately 43.1% of the outstanding shares of Barnett's common stock,
assuming the conversion of all of Barnett's Series A Non-Voting Convertible
Preferred Stock owned by the Company.
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There can be no assurance that any of the shares of Barnett common
stock will be sold in the Offering or that the terms of the Offering will not
change.
A registration statement relating to the Offering of Barnett's Common
Stock has been filed with the Securities and Exchange Commission but has not
yet become effective. These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes effective. This
Supplement shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.
We again urge you to read carefully the Offer to Exchange and the
other enclosed materials relating to the Exchange Offer. If you require
assistance, you should consult your financial, tax or other professional
advisors. Holders who wish to participate in the Exchange Offer are asked to
respond promptly by completing and returning the Letter of Transmittal, and all
other required documentation, to The Huntington National Bank, 917 Euclid
Avenue, Cleveland, Ohio 44115, Attention: Corporate Trust, the Depositary for
the Exchange Offer. If you have any questions regarding the terms of the
Exchange Offer, please call Mark Wester, Vice-President-Finance of the Company
at (216) 439-1830 or Scott M. Zimmerman, Esq. of Shereff, Friedman, Hoffman &
Goodman, LLP, counsel to the Company, at (212) 758-9500. In addition, The
Huntington National Bank is acting as Depositary for the Exchange Offer and can
be reached at (216) 515-6662.
Thank you for your time and effort in reviewing this Supplement No. 1.
WAXMAN USA INC.
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