<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
X Annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (Fee Required)
For the fiscal year ended: June 30, 1994
OR
_ Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
For the transition period from:
Commission file number 0-5888
A. Full title of the Plan and the address of the Plan, if different from
that of the issuer named below:
Waxman Industries, Inc.
Profit Sharing Retirement Plan
B. Name of issuer of the Securities held pursuant to the Plan and the
address of its principal executive office:
Waxman Industries, Inc.
24460 Aurora Road
Bedford Heights, Ohio 44146
<PAGE> 2
WAXMAN INDUSTRIES, INC.
PROFIT SHARING RETIREMENT PLAN
FINANCIAL STATEMENTS
AS OF JUNE 30, 1994 AND 1993
TOGETHER WITH REPORT OF
INDEPENDENT PUBLIC ACCOUNTANTS
<PAGE> 3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
Waxman Industries, Inc.:
We have audited the accompanying statements of participants' equity of the
Waxman Industries, Inc. Profit Sharing Retirement Plan as of June 30, 1994 and
1993, and the related statements of changes in participants' equity for each of
the three years in the period ended June 30, 1994. These financial statements
and the schedules referred to below are the responsibility of the plan
administrator. Our responsibility is to express an opinion on these financial
statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the participants' equity of the Plan as of June 30, 1994
and 1993, and the changes in participants' equity for each of the three years
in the period ended June 30, 1994 in conformity with generally accepted
accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedules of assets held for
investment purposes and reportable transactions are presented for purposes of
additional analysis and are not a required part of the basis financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Cleveland, Ohio,
December 13, 1994
<PAGE> 4
WAXMAN INDUSTRIES, INC.
PROFIT SHARING RETIREMENT PLAN
INDEX
JUNE 30, 1994, 1993, AND 1992
Statements of Participants' Equity as of June 30, 1994 and 1993
Statements of Changes in Participants' Equity for the Years Ended
June 30, 1994, 1993 and 1992
Notes to Financial Statements
Schedule I - Item 27a - Schedule of Assets Held for Investment
Purposes as of June 30, 1994
Schedule II - Item 27d - Schedule of Reportable Transactions for the Year Ended
June 30, 1994
<PAGE> 5
<TABLE>
<CAPTION>
WAXMAN INDUSTRIES, INC.
-----------------------
PROFIT SHARING RETIREMENT PLAN
------------------------------
STATEMENT OF PARTICIPANTS' EQUITY
---------------------------------
JUNE 30, 1994
-------------
---------------------------------------------------------------------------------
Waxman Fixed Money
Diversified Industries Income Market
Fund Fund Fund Fund Total
-------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
ACCRUED INCOME AND OTHER
RECEIVABLES $ 1,458 $ - $ - $ - $ 1,458
CONTRIBUTION RECEIVABLE FROM
WAXMAN INDUSTRIES, INC. - 55,000 - - 55,000
INVESTMENTS, at market value;
Waxman Industries, Inc.
common stock - 689,191 - - 689,191
NCC Funds Money Market
Portfolio 21,738 13,882 12,203 104,593 152,416
NCC Investment Fund-Equity 87,661 - - - 87,661
NCC Investment Fund-Fixed
Income 88,745 - 86,130 - 174,875
-------- -------- -------- -------- ----------
Participants' equity $199,602 $758,073 $ 98,333 $104,593 $1,160,601
======== ======== ======== ======== ==========
<FN>
The accompanying notes to financial statements are an integral part of this statement.
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
WAXMAN INDUSTRIES, INC.
-----------------------
PROFIT SHARING RETIREMENT PLAN
------------------------------
STATEMENT OF PARTICIPANTS' EQUITY
---------------------------------
JUNE 30, 1993
-------------
---------------------------------------------------------------------------------
Waxman Fixed Money
Diversified Industries Income Market
Fund Fund Fund Fund Total
----------- ---------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C>
ACCRUED INCOME AND OTHER
RECEIVABLES $ 1,458 $ - $ - $ - $ 1,458
CONTRIBUTION RECEIVABLE FROM
WAXMAN INDUSTRIES, INC. - 132,000 - - 132,000
INVESTMENTS, at market value;
Waxman Industries, Inc.
common stock - 959,104 - - 959,104
NCC Funds Money Market
Portfolio 14,563 10,506 10,401 84,747 120,217
NCC Investment Fund-Equity 91,245 - - - 91,245
NCC Investment Fund-Fixed
Income 71,206 - 62,400 - 133,606
-------- ---------- -------- -------- ----------
Participants' equity $178,472 $1,101,610 $ 72,801 $ 84,747 $1,437,630
======== ========== ======== ======== ==========
<FN>
The accompanying notes to financial statements are an integral part of this statement.
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
WAXMAN INDUSTRIES, INC.
-----------------------
PROFIT SHARING RETIREMENT PLAN
------------------------------
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY
--------------------------------------------
FOR THE YEAR ENDED JUNE 30, 1994
--------------------------------
-----------------------------------------------------------------------------
Waxman Fixed Money
Diversified Industries Income Market
Fund Fund Fund Fund Total
----------- ---------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
INCREASES:
Contributions-
Waxman Industries, Inc. $ - $ 55,000 $ - $ - $ 55,000
Participants 42,908 15,291 33,442 20,844 112,485
Investment Income-
Dividend income 1,625 - - - 1,625
Interest income 4,912 108 4,302 2,935 12,257
Gain (loss) on sale of
investments 241 (8,950) 29 - (8,680)
-------- ---------- -------- -------- ----------
Total increases 49,686 61,449 37,773 23,779 172,687
-------- ---------- -------- -------- ----------
DECREASES:
Distributions to former
participants 21,688 36,251 6,561 3,933 68,433
Unrealized depreciation
of investments 6,868 368,735 5,680 - 381,283
-------- ---------- -------- -------- ----------
Total decreases 28,556 404,986 12,241 3,933 449,716
-------- ---------- -------- -------- ----------
NET INCREASE (DECREASE) 21,130 (343,537) 25,532 19,846 (277,029)
PARTICIPANTS' EQUITY, beginning
of year 178,472 1,101,610 72,801 84,747 1,437,630
-------- ---------- -------- -------- ----------
PARTICIPANTS' EQUITY, end
of year $199,602 $ 758,073 $ 98,333 $ 104,593 $1,160,601
======== ========== ======== ========= ==========
<FN>
The accompanying notes to financial statements are an integral part of this statement.
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
WAXMAN INDUSTRIES, INC.
-----------------------
PROFIT SHARING RETIREMENT PLAN
------------------------------
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY
--------------------------------------------
FOR THE YEAR ENDED JUNE 30, 1993
--------------------------------
------------------------------------------------------------------------------
Waxman Fixed Money
Diversified Industries Income Market
Fund Fund Fund Fund Total
----------- ---------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
INCREASES:
Contributions-
Waxman Industries, Inc. $ - $ 132,000 $ - $ - $ 132,000
Participants 36,114 21,244 26,579 24,363 108,300
Investment Income-
Dividend income-Waxman
Industries, Inc.
common stock - 22,167 - - 22,167
Dividend income - other 2,304 - - - 2,304
Interest income 5,890 419 3,940 2,493 12,742
Gain (loss) on sale of
investments 2,333 (1,896) 493 - 930
-------- ---------- -------- -------- ----------
Total increases 46,641 173,934 31,012 26,856 278,443
-------- ---------- -------- -------- ----------
DECREASES:
Distributions to former
participants 35,644 54,602 4,286 10,890 105,422
Unrealized depreciation
(appreciation) of
investments (6,012) 294,369 (2,152) - 286,205
-------- ---------- -------- -------- ----------
Total decreases 29,632 348,971 2,134 10,890 391,627
-------- ---------- -------- -------- ----------
NET INCREASE (DECREASE) 17,009 (175,037) 28,878 15,966 (113,184)
PARTICIPANTS' EQUITY, beginning
of year 161,463 1,276,647 43,923 68,781 1,550,814
-------- ---------- -------- -------- ----------
PARTICIPANTS' EQUITY, end
of year $178,472 $1,101,610 $ 72,801 $ 84,747 $1,437,630
======== ========== ======== ======== ==========
<FN>
The accompanying notes to financial statements are an integral part of this statement.
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
WAXMAN INDUSTRIES, INC.
-----------------------
PROFIT SHARING RETIREMENT PLAN
------------------------------
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY
--------------------------------------------
FOR THE YEAR ENDED JUNE 30, 1992
--------------------------------
------------------------------------------------------------------------------
Waxman Fixed Money
Diversified Industries Income Market
Fund Fund Fund Fund Total
----------- ---------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
INCREASES:
Contributions-
Waxman Industries, Inc. $ - $ 123,000 $ - $ - $ 123,000
Participants 40,228 16,366 22,742 28,893 108,229
Investment Income-
Dividend income-Waxman
Industries, Inc.
common stock - 30,094 - - 30,094
Dividend income - other 2,130 - - - 2,130
Interest income 5,707 463 3,105 2,584 11,859
Gain on sale of investments 1,751 7,727 105 - 9,583
Unrealized appreciation of
investments 8,183 140,654 1,597 - 150,434
-------- ---------- -------- -------- ----------
Total increases 57,999 318,304 27,549 31,477 435,329
-------- ---------- -------- -------- ----------
DECREASES:
Distributions to former
participants 18,521 93,125 13,615 6,784 132,045
Excess employee
contributions 4,925 - 1,906 2,711 9,542
-------- ---------- -------- -------- ----------
Total decreases 23,446 93,125 15,521 9,495 141,587
-------- ---------- -------- -------- ----------
NET INCREASE 34,553 225,179 12,028 21,982 293,742
PARTICIPANTS' EQUITY, beginning
of year 126,910 1,051,468 31,895 46,799 1,257,072
-------- ---------- -------- -------- ----------
PARTICIPANTS' EQUITY, end
of year $161,463 $1,276,647 $ 43,923 $ 68,781 $1,550,814
======== ========== ======== ======== ==========
<FN>
The accompanying notes to financial statements are an integral part of this statement.
</TABLE>
<PAGE> 10
WAXMAN INDUSTRIES, INC
----------------------
PROFIT SHARING RETIREMENT PLAN
------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
JUNE 30, 1994, 1993 AND 1992
----------------------------
1. SUMMARY OF PLAN:
----------------
The Waxman Industries, Inc. Profit Sharing Retirement Plan (the Plan) was
established as of July 1, 1974, and was completely amended and restated
effective July 1, 1984 to comply with the provisions of the Tax Equity and
Fiscal Responsibility Act, the Deficit Reduction Act, the Retirement Equity Act
and various other regulations issued by the Internal Revenue Service. The Plan
was further amended effective July 1, 1988, to, among other things, add
provisions under Section 401(k) of the Internal Revenue Code (the Code).
Certain employees of Waxman Industries, Inc. and Subsidiaries (the Company) are
eligible to participate in the Plan provided they are at least 21 years of age
and have completed one year of service, as defined, with the Company.
The amount of Company contributions made to the Plan is limited by the Code and
is determined at the discretion of the Board of Directors of the Company.
Company contributions are allocated to the accounts of participants who have
completed at least 1,000 hours of service, as defined, and are employed by the
Company on the last day of the plan year, on the basis established in Section
4.2 of the Plan.
Participants may make contributions to the Plan by means of an elected salary
deferral (deferral contributions). Subject to limitations contained in the
Code, participants may defer up to 10% of their pretax compensation, as
defined.
Participants may direct the investment of their deferral contributions.
Investment options include the following:
Diversified Fund
- - - ----------------
The Diversified Fund is invested and reinvested in securities, bonds,
obligations, notes, debentures, mortgages, or other tangible or
intangible property or interests in property, either real or personal.
No part of such fund shall be invested in capital stock of the
Company.
Waxman Industries Fund
- - - ----------------------
The Waxman Industries Fund is invested and reinvested only in common
stock of the Company.
<PAGE> 11
Fixed Income Fund
- - - -----------------
The Fixed Income Fund is invested in high-quality bonds with heavy
emphasis on U.S. Government securities. The maturity of these
securities will usually range from five to twelve years. The Fixed
Income Fund will be subject to market fluctuations.
Money Market Fund
- - - -----------------
The Money Market Fund is invested in short-term securities (generally
under 90-day maturities) such as certificates of deposit, repurchase
agreements and treasury bills, which preserve capital. Earnings on
this fund follow standard money market interest rate patterns.
The Trustee directs the investment of funds from Company contributions.
The Plan provides for the establishment and maintenance of several accounts for
each participant which represent, in total, the participant's equity in the net
assets of the Plan. The individual participants' accounts shall distinguish
funds attributable to participant deferral contributions and Company
contributions.
Realized and unrealized appreciation (depreciation) and investment income of
the Plan are allocated on a pro-rata basis to the accounts of participants at
the end of each quarter.
Participants are at all times fully vested in the value of their various
accounts.
Distributions to terminated participants generally commence at age 60 or
earlier in cases of death or disability. The form of payment is designated by
the participant. Earlier distributions of vested benefits may be made for
participants who leave the Company prior to retirement if approved by the
Executive Committee of the Plan. Under certain conditions, as indicated in
Section 9.11 of the Plan, the Executive Committee may permit participants to
withdraw a portion of their Company contribution and/or participant deferral
contribution.
The Plan is administered by the Company acting through its Board of Directors
and Executive Committee. The Executive Committee is composed of three members
who are selected by the Chairman of the Board of the Company. The Company may
amend or terminate the Plan at its discretion, subject to applicable Internal
Revenue Service regulations. The rights of all participants to benefits
accrued prior to any such termination are nonforfeitable.
-2-
<PAGE> 12
The Plan's Trustee is National City Bank. The Trustee maintains all records of
investment transactions and determines the valuation of the investment
portfolio.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
Basis of Accounting
- - - -------------------
The accompanying financial statements are prepared on the accrual basis of
accounting.
Contributions
- - - -------------
Contributions due from the Company are accrued as of the end of the fiscal
year. Employee contributions were $112,485 $108,300 and $108,229 for the plan
years ended June 30, 1994, 1993 and 1992, respectively.
Administrative Expenses
- - - -----------------------
Fees of the Trustee, legal counsel and auditors of the Plan are paid by the
Company and thus are not reflected in the accompanying financial statements.
Investments
- - - -----------
Investments are stated at the current market value. Changes in the current
market value are reflected in the statement of changes in participants' equity
as they occur. Realized and unrealized gains/losses on investments are based
on the market value of the investments at the beginning of the plan year or
initial cost if purchased during the year.
3. AMOUNTS DUE TERMINATED PARTICIPANTS:
------------------------------------
Participants' equity at June 30, 1994 and 1993, respectively, includes $46,691
and $65,015 of amounts due terminated participants.
4. FEDERAL INCOME TAXES:
---------------------
The Plan has received a favorable determination letter from the Internal
Revenue Service dated January 16, 1990. A qualified plan is entitled to an
exemption under the provisions of the Code, and thus no provision for federal
income taxes has been made in the accompanying financial statements. Annually,
information tax returns are prepared and filed with the Internal Revenue
Service.
-3-
<PAGE> 13
5. PARTY-IN-INTEREST TRANSACTIONS:
-------------------------------
There were no prohibited transactions with a party in interest, as defined by
ERISA.
6. REPORTABLE TRANSACTIONS:
------------------------
Schedule II summarizes the Plan's reportable transactions for the year ended
June 30, 1994. As defined, a reportable transaction is a transaction or
accumulation of transactions in one security in amounts in excess of 5% of the
fair value of the Plan's assets at the beginning of the plan year.
7. SUBSEQUENT EVENT AND PLAN AMENDMENTS:
-------------------------------------
Certain amendments were made to the Plan in fiscal 1995. The Plan's name was
changed to The Waxman Industries, Inc. Profit Sharing and 401(K) Retirement
Plan effective July 1, 1994. Effective October 1, 1994 the Plan's trustee was
changed from National City Bank to CG Trust Company and the recordkeeper,
disbursement agent and investor of the Plan was changed from National City Bank
to Connecticut General Life Insurance Company.
Effective April 1, 1994, all of the Company's U.S. operations, except Medal
Distributing, were added to the Plan. Medal's non-union employees were added
to the Plan effective July 1, 1994.
Effective October 1, 1994, participants may defer up to 15% of their pretax
compensation by making contributions to the Plan, subject to ERISA limitations.
Also, effective October 1, 1994, the Company may make discretionary matching
contributions to the Plan of $.50 per every employee $1.00 contributed, with
the maximum company match being 2% of the employee's qualified earnings.
Employees may also direct the investment of the Company's year end
contributions beginning with the contribution for the 1994 fiscal year.
Participants may direct the investment of their post September 1994
contributions to thirteen investment options. Effective October 1, 1994,
participants also have the option to transfer cumulative balances, except those
relating to prior company contributions, between investment options.
-4-
<PAGE> 14
<TABLE>
<CAPTION>
SCHEDULE I
WAXMAN INDUSTRIES, INC.
-----------------------
PROFIT SHARING RETIREMENT PLAN
------------------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
JUNE 30, 1994
-------------
EMPLOYER IDENTIFICATION NUMBER: 34-0899894
-------------------------------------------
PLAN NUMBER: 001
-----------------
COST MARKET
----------- ----------
<S> <C> <C>
324,325 Shares of Waxman
Industries, Inc. common stock $ 989,697 $ 689,191
152,416 Units of NCC US Treasury
Fund 152,416 152,416
719 Units of NCC Investment
Fund - Equity 78,909 87,661
1,750 Units of NCC Investment
Fund - Fixed Income 179,460 174,875
---------- ----------
$1,400,482 $1,104,143
========== ==========
<FN>
The accompanying notes to financial statements are an integral part of this schedule.
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
SCHEDULE II
WAXMAN INDUSTRIES, INC.
-----------------------
PROFIT SHARING RETIREMENT PLAN
------------------------------
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
----------------------------------------------
FOR THE YEAR ENDED JUNE 30, 1994
--------------------------------
EMPLOYER IDENTIFICATION NUMBER: 34-0899894
-------------------------------------------
PLAN NUMBER: 001
-----------------
NUMBER OF COST OR
NUMBER OF SHARES OR SALES HISTORIC GAIN/
TRANSACTIONS UNITS PROCEEDS COST (LOSS)
------------ --------- -------- -------- ------
<S> <C> <C> <C> <C> <C>
Purchases -
NCC Funds Money
Market Portfolio 143 354,844 $354,844 $ - $ -
NCC Investment Fund -
Equity 4 88 10,972 - -
NCC Investment Fund -
Fixed Income 10 642 67,650 - -
Sales -
NCC Funds Money
Market Portfolio 61 322,645 $322,645 $322,645 $ -
NCC Investment Fund -
Equity 4 113 14,059 12,238 1,821
NCC Investment Fund -
Fixed Income 4 136 14,600 13,929 671
<FN>
The accompanying notes to financial statements are an integral part of this schedule.
</TABLE>
