<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, 1995
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 and 401(K) 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 AND 401(K) RETIREMENT PLAN
FINANCIAL STATEMENTS
AS OF JUNE 30, 1995, 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, including
the schedule of assets held for investment purposes, of the Waxman Industries,
Inc. Profit Sharing and 401(K) Retirement Plan (the Plan) as of June 30, 1995
and 1994, and the related statements of changes in participants' equity for each
of the three years in the period ended June 30, 1995. These financial statements
are the responsibility of the plan administrator. Our responsibility is to
express an opinion on these financial statements 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, 1995
and 1994, and the changes in participants' equity for each of the three years in
the period ended June 30, 1995 in conformity with generally accepted accounting
principles.
Our audits were performed 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 the
purpose of additional analysis and are not a required part of the basic
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 fund information in the
statements of participants' equity and the statements of changes in
participants' equity is presented for purposes of additional analysis rather
than to present the participants' equity and changes in participants' equity of
each
<PAGE> 4
fund. The supplemental schedules and fund information have been subjected to the
auditing procedures applied in the audits 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.
As explained in Note 2, information certified by the trustee and presented in
the schedules of assets held for investment purposes and certain reportable
transactions does not disclose the historical cost of the investments.
Disclosure of this information is required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974.
Cleveland, Ohio,
December 1, 1995.
<PAGE> 5
WAXMAN INDUSTRIES, INC.
PROFIT SHARING AND 401(K) RETIREMENT PLAN
INDEX
JUNE 30, 1995, 1994, AND 1993
Statements of Participants' Equity as of June 30, 1995 and 1994
Statements of Changes in Participants' Equity for the Years Ended
June 30, 1995, 1994 and 1993
Notes to Financial Statements
Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes as of
June 30, 1995
Schedule II - Item 27d - Schedule of Reportable Transactions for the Year Ended
June 30, 1995
<PAGE> 6
WAXMAN INDUSTRIES, INC.
PROFIT SHARING AND 401(K) RETIREMENT PLAN
STATEMENT OF PARTICIPANTS' EQUITY
JUNE 30, 1995
<TABLE>
<CAPTION>
Fidelity INVESCO
Fidelity Income & Guaranteed Industrial Lifetime Lifetime
Contrafund Growth Fund CIGNA Fund Fund 20 Fund 30 Fund
---------- ----------- ---------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS, at market value;
Waxman Industries, Inc.
common stock $ - $ - $ - $ - $ - $ -
CIGNA funds (1) 63,649 63,900 409,478 13,110 27,801 86,786
------- ------- --------- ------- ------- -------
Participants' equity $63,649 $63,900 $ 409,478 $13,110 $27,801 $86,786
======= ======= ========= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
Waxman Warburg
20th Industries, Inc. Pincus
Lifetime Lifetime Lifetime Century Common Stock Growth &
40 Fund 50 Fund 60 Fund Ultra Fund Fund Income Fund
-------- -------- -------- ---------- ---------------- -----------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS, at market value;
Waxman Industries, Inc.
common stock $ - $ - $ - $ - $405,946 $ -
CIGNA funds (1) 104,848 88,753 10,998 43,948 - 91,869
-------- ------- ------- -------- -------- -------
Participants' equity $104,848 $88,753 $10,998 $ 43,948 $405,946 $91,869
======== ======= ======= ======== ======== =======
</TABLE>
<TABLE>
<CAPTION>
Warburg
Pincus
International
Equity Fund TOTAL
------------- -----
<S> <C> <C>
INVESTMENTS, at market value;
Waxman Industries, Inc.
common stock $ - $ 405,946
CIGNA funds (1) 87,136 1,092,276
------- ----------
Participants' equity $87,136 $1,498,222
======= ==========
</TABLE>
(1) See notes to financial statements for fund descriptions.
The accompanying notes to financial statements are an integral part of this
statement.
<PAGE> 7
WAXMAN INDUSTRIES, INC.
PROFIT SHARING AND 401(K) RETIREMENT PLAN
STATEMENT OF PARTICIPANTS' EQUITY
JUNE 30, 1994
<TABLE>
<CAPTION>
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
NCB Funds Money Market
Portfolio 21,738 13,882 12,203 104,593 152,416
NCB Investment Fund-Equity 87,661 - - - 87,661
NCB Investment Fund-Fixed
Income 88,745 - 86,130 - 174,875
---------- --------- -------- ---------- ----------
Participants' equity $ 199,602 $ 758,073 $ 98,333 $ 104,593 $1,160,601
========== ========= ======== ========== ==========
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
<PAGE> 8
WAXMAN INDUSTRIES, INC.
PROFIT SHARING AND 401(K) RETIREMENT PLAN
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY
FOR THE YEAR ENDED JUNE 30, 1995
<TABLE>
<CAPTION>
Fidelity INVESCO
Fidelity Income & Guaranteed Industrial Lifetime Lifetime
Contrafund Growth Fund CIGNA Fund Fund 20 Fund 30 Fund
---------- ----------- ---------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
INCREASES:
Contributions-
Waxman Industries, Inc. $ 9,328 $11,463 $ 53,741 $ 2,566 $ 6,240 $15,784
Participants 25,386 35,581 137,052 5,794 15,760 41,272
Transfer from previous
trustee 20,068 15,721 218,817 3,506 3,979 23,996
Investment Income-
Dividend income - - - - - -
Interest income - - - - - -
Realized appreciation
of investments - - - - - -
Market value changes of
investments 9,144 2,932 10,944 1,173 2,216 6,940
------ ------ ------- ------ ------ ------
Total increases 63,926 65,697 420,554 13,039 28,195 87,992
------ ------ ------- ------ ------ ------
DECREASES:
Distributions to former
participants 322 1,177 14,190 - 347 1,025
Transfer to new trustee - - - - - -
Transaction costs - - 1,061 - 47 200
Realized depreciation
of investments - - - - - -
Market value changes of
investments - - - - - -
------ ------ ------- ------ ------ ------
Total decreases 322 1,177 15,251 - 394 1,225
------ ------ ------- ------ ------ ------
TRANSFERS BETWEEN FUNDS 45 (620) 4,175 71 - 19
------ ------ ------- ------ ------ ------
NET INCREASE (DECREASE) 63,649 63,900 409,478 13,110 27,801 86,786
PARTICIPANTS' EQUITY, beginning
of year - - - - - -
------ ------ ------- ------ ------ ------
PARTICIPANTS' EQUITY, end
of year $63,649 $63,900 $409,478 $13,110 $27,801 $86,786
====== ====== ======= ====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
Waxman Warburg
20th Industries, Inc. Pincus
Lifetime Lifetime Lifetime Century Common Stock Growth &
40 Fund 50 Fund 60 Fund Ultra Fund Fund Income Fund
-------- -------- -------- ---------- ---------------- -----------
<S> <C> <C> <C> <C> <C> <C>
INCREASES:
Contributions-
Waxman Industries, Inc. $14,995 $ 9,866 $ 1,296 $ 6,127 $ 8,973 $12,771
Participants 35,821 35,699 4,209 17,117 18,639 36,030
Transfer from previous
trustee 48,075 37,769 4,825 13,227 581,748 39,260
Investment Income-
Dividend income - - - - - -
Interest income - - - - - -
Realized appreciation
of investments - - - - - -
Market value changes of
investments 8,119 6,909 668 6,648 - 5,847
------- ------ ------ ------ ------- ------
Total increases 107,010 90,243 10,998 43,119 609,360 93,908
------- ------ ------ ------ ------- ------
DECREASES:
Distributions to former
participants 1,838 1,410 - 515 6,362 760
Transfer to new trustee - - - - - -
Transaction costs 160 80 - - 2,394 -
Realized depreciation
of investments - - - - - -
Market value changes of
investments - - - - 194,387 -
------- ------ ------ ------ ------- ------
Total decreases 1,998 1,490 - 515 203,143 760
------- ------ ------ ------ ------- ------
TRANSFERS BETWEEN FUNDS (164) - - 1,344 (271) (1,279)
------- ------ ------ ------ ------- ------
NET INCREASE (DECREASE) 104,848 88,753 10,998 43,948 405,946 91,869
PARTICIPANTS' EQUITY, beginning
of year - - - - - -
------- ------ ------ ------ ------- ------
PARTICIPANTS' EQUITY, end
of year $104,848 $88,753 $10,998 $43,948 $405,946 $91,869
======= ====== ====== ====== ======= ======
</TABLE>
<TABLE>
<CAPTION>
Warburg
Pincus Waxman Fixed Money
International Diversified Industries Income Market
Equity Fund Fund Fund Fund Fund TOTAL
------------- ----------- ---------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
INCREASES:
Contributions-
Waxman Industries, Inc. $15,506 $ - $ - $ - $ - $ 168,656
Participants 41,841 15,069 2,361 6,444 18,147 492,222
Transfer from previous
trustee 37,531 - - - - 1,048,522
Investment Income-
Dividend income - 631 - - - 631
Interest income - 2,578 52 1,522 165 4,317
Realized appreciation
of investments - 2,699 - - - 2,699
Market value changes of
investments - - - - - 61,540
------ ------- ------- ------ ------- ---------
Total increases 94,878 20,977 2,413 7,966 18,312 1,778,587
------ ------- ------- ------ ------- ---------
DECREASES:
Distributions to former
participants 922 28,892 44,406 6,720 607 109,493
Transfer to new trustee - 191,687 634,958 99,579 122,298 1,048,522
Transaction costs 12 - - - - 3,954
Realized depreciation
of investments - - 81,122 - - 81,122
Market value changes of
investments 3,488 - - - - 197,875
------ ------- ------- ------ ------- ---------
Total decreases 4,422 220,579 760,486 106,299 122,905 1,440,966
------ ------- ------- ------ ------- ---------
TRANSFERS BETWEEN FUNDS (3,320) - - - - -
------ ------- ------- ------ ------- ---------
NET INCREASE (DECREASE) 87,136 (199,602) (758,073) (98,333) (104,593) 337,621
PARTICIPANTS' EQUITY, beginning
of year - 199,602 758,073 98,333 104,593 1,160,601
------ ------- ------- ------ ------- ---------
PARTICIPANTS' EQUITY, end
of year $87,136 $ - $ - $ - $ - $1,498,222
====== ======= ======= ====== ======= =========
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
<PAGE> 9
WAXMAN INDUSTRIES, INC.
PROFIT SHARING AND 401(K) RETIREMENT PLAN
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY
FOR THE YEAR ENDED JUNE 30, 1994
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
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
======== ========== ======= ======== ==========
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
<PAGE> 10
WAXMAN INDUSTRIES, INC.
PROFIT SHARING AND 401(K) RETIREMENT PLAN
STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY
FOR THE YEAR ENDED JUNE 30, 1993
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
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
========== ========== ======== ========= ==========
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
<PAGE> 11
WAXMAN INDUSTRIES, INC.
PROFIT SHARING AND 401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1995, 1994 AND 1993
1. SUMMARY OF PLAN:
General
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 applicable law. The Plan was also amended
effective July 1, 1988, to, among other things, add provisions under Section
401(K) of the Internal Revenue Code (the Code). Effective July 1, 1989 the Plan
was again amended and restated to comply with the Tax Reform Act of 1986 and
other subsequent applicable legislation. Effective April 1, 1994, all of Waxman
Industries, Inc. and Subsidiaries' (the Company) 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 July 1, 1994, the Plan's name was changed to the Waxman Industries,
Inc. Profit Sharing and 401(K) Retirement Plan. Effective October 1, 1994, the
Plan's trustee and the recordkeeper disbursement agent and investor of the Plan
were changed from National City Bank to Connecticut General Life Insurance
Company (CIGNA). Plan assets were transferred to CIGNA on October 3, 1994.
The above brief description is provided for general informational purposes only.
Refer to the plan agreement for a more complete description of the Plan.
Plan Eligibility
Certain employees of 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 with the Company, as defined in the plan agreement.
Employee and Employer Contributions
Effective October 1, 1994, participants may defer up to 15% of their
pretax compensation by making contributions to the Plan, subject to
certain Code limitations. Prior to October 1, 1994, participants were
able to defer up to 10% of their pretax compensation. Also,
-1-
<PAGE> 12
participants may direct the investment of their post September 1994
contributions to thirteen investment options. Participants have the option to
transfer cumulative balances, except those relating to prior Company
contributions, between investment options.
Effective October 1, 1994, the Company may make discretionary matching
contributions to the Plan of $.50 per every $1.00 contributed by the participant
with the maximum Company match being 4% of the participants' compensation. 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.
Participants may direct the investment of the Company's year-end contributions
beginning with the contribution for the 1994 fiscal year. Company contributions
are allocated to the accounts of eligible participants on a monthly basis, as
established in Section 4.2 of the Plan. For the plan year beginning July 1,
1995, the Company has determined that it will not contribute to the Plan.
Investment options as of June 30, 1995 include the following:
Fidelity Contrafund
The Fidelity Contrafund is invested primarily in common stock and
securities convertible into common stocks of both domestic and foreign
companies.
Fidelity Income & Growth Fund
Fidelity Income & Growth Fund is invested in a diversified portfolio of
equity and fixed-income securities.
Guaranteed CIGNA Fund
Guaranteed CIGNA Fund is invested primarily in commercial mortgages and
private bond placements. This fund has a full guarantee by CIGNA
against loss of principal and credited interest. This interest rate is
periodically reviewed and revised to reflect current investment
conditions.
INVESCO Industrial Fund
INVESCO Industrial Fund is invested primarily in dividend-paying common
stocks of domestic industrial companies. It may also invest in
fixed-income securities.
Life 20, 30, 40, 50, & 60 Funds ("CIGNA LIFETIME FUNDS")
The "CIGNA LIFETIME FUNDS" are a family of five distinct investment
portfolios structured to maximize return and minimize risk over a
specific time period based on the participant's approximate age. Each
fund primarily is invested in a diversified mix of stock and bond
funds, designed to fit the time horizons and risk tolerances of
investors at different stages of their lives.
-2-
<PAGE> 13
20th Century Ultra Fund
20th Century Ultra Fund is invested primarily in common stocks of
medium-sized companies that meet certain technical and fundamental
criteria.
Waxman Industries, Inc. Common Stock Fund
The Waxman Industries, Inc. Common Stock Fund is invested only in
common stock of the Company.
Warburg Pincus Growth & Income Fund
Warburg Pincus Growth & Income Fund is invested primarily in common
stocks and securities which derive their value from common stocks.
Warburg Pincus International Equity Fund
Warburg Pincus International Equity Fund is invested primarily in
common stocks of companies that are generally non-U.S. based.
Investment options as of June 30, 1994 included the following:
Diversified Fund
The Diversified Fund was invested 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
was invested in capital stock of the Company.
Waxman Industries Fund
The Waxman Industries Fund was invested only in common stock of the
Company. This fund option is still available under the current Plan
investment options.
Fixed Income Fund
The Fixed Income Fund was invested in high-quality bonds with heavy
emphasis on U.S. Government securities. The maturity of these
securities usually ranged from five to twelve years.
Money Market Fund
The Money Market Fund was 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 followed standard money market interest rate patterns.
-3-
<PAGE> 14
The Plan provides for the establishment and maintenance of several accounts for
each participant which represent, in total, the participants' equity in the net
assets of the Plan. The individual participants' accounts shall distinguish
funds attributable to participant deferral contributions and Company
contributions. Participants are immediately vested in the value of their
contributions. Participants are vested in Company contributions ratably over
five years of service and fully vest after five years of service.
Realized and unrealized appreciation (depreciation) and market value changes of
investments and investment income of the Plan are allocated on a pro-rata basis
to the accounts of participants on a daily basis.
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 plan
administrator. Under certain conditions, as indicated in Section 9.1 of the
Plan, the plan administrator 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.
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.
The Plan's 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.
There was no employee or employer contribution accrual as of June 30, 1995.
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.
Costs specific to various transactions are paid directly by the Plan and are
reflected in the accompanying statement of changes in participants' equity as of
June 30, 1995.
-4-
<PAGE> 15
Investments
The accompanying statements of participants' equity reflect investments at their
market values as of June 30, 1995 and 1994. The Plan's trustee maintains
all records of investment transactions and determines the valuation of the
investment portfolio. Information with respect to: (1) investments held and
their market values as presented in the statements of participants' equity and
(2) unrealized appreciation and depreciation as presented in the statements of
changes in participants' equity has been certified by the Plan's trustee as
being complete and accurate.
The records of Plan's new trustee (CIGNA) are based solely on market value.
Accordingly, no historical cost basis information is available and is not
disclosed in the schedules of assets held for investment purposes (Schedule I)
and certain reportable transactions (Schedule II).
3. AMOUNTS DUE TO TERMINATED PARTICIPANTS:
Participants' equity includes $40,109 of amounts due to terminated participants
at June 30, 1995. These amounts are recorded as a liability in the Plan's Form
5500; however, these amounts are not recorded as a liability in the accompanying
statements of participants' equity in accordance with generally accepted
accounting principles.
The following table reconciles participants' equity per the accompanying
financial statements to the Form 5500 as filed by the Company for the year ended
June 30, 1995:
<TABLE>
<CAPTION>
Benefits Participants'
Payable to Benefits Equity
Participants Paid June 30, 1995
------------ -------- -------------
<S> <C> <C> <C>
Per financial
statements $ - $109,493 $ 1,498,222
Accrued benefit
payments 40,109 40,109 (40,109)
--------- -------- -----------
Per Form 5500 $ 40,109 $149,602 $ 1,458,113
========= ======== ===========
</TABLE>
4. FEDERAL INCOME TAXES:
The Plan obtained its latest determination letter on January 16, 1990, in which
the Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Code. The Plan has been
amended and restated since receiving the determination letter. An application
for a favorable determination letter has been filed with the Internal Revenue
Service with respect to
-5-
<PAGE> 16
the amended and restated Plan. The plan administrator believes that the Plan is
currently designed and being operated in compliance with the applicable
requirements of the Code. Therefore, the plan administrator believes that
the Plan was qualified and the related trust was tax exempt as of June 30,
1995. Accordingly, income taxes have not been provided in the accompanying
financial statements. Annually, informational returns are prepared and filed
with the Internal Revenue Service.
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, 1995. As defined, a reportable transaction is a transaction or
accumulation of transactions in one security in amounts in excess of 5% of the
market value of the Plan's assets at the beginning of the plan year.
-6-
<PAGE> 17
SCHEDULE I
WAXMAN INDUSTRIES, INC.
PROFIT SHARING AND 401(K) RETIREMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
JUNE 30, 1995
EMPLOYER IDENTIFICATION NUMBER: 34-0899894
PLAN NUMBER: 001
<TABLE>
<CAPTION>
MARKET VALUE (a)
------------
<C> <C>
1,756 Units of Fidelity Contrafund $ 63,649
3,269 Units of Fidelity Income
& Growth Fund 63,900
15,276 Units of Guaranteed CIGNA
Fund 409,478
983 Units of INVESCO Industrial Fund 13,110
2,469 Units of Lifetime 20 Fund 27,801
7,716 Units of Lifetime 30 Fund 86,786
9,505 Units of Lifetime 40 Fund 104,848
8,016 Units of Lifetime 50 Fund 88,753
1,013 Units of Lifetime 60 Fund 10,998
1,792 Units of 20th Century Ultra
Fund 43,948
322,449 Shares of Waxman Industries, Inc.
Common Stock Fund 405,946
5,966 Units of Warburg Pincus
Growth & Income Fund 91,869
4,635 Units of Warburg Pincus International
Equity Fund 87,136
----------
$1,498,222
==========
</TABLE>
(a) The Plan has requested historical cost information related to the above
investments, however, this information has not been provided because of the
nature of the trustee's recordkeeping system.
The accompanying notes to financial statements are an integral part of this
schedule.
<PAGE> 18
SCHEDULE II
WAXMAN INDUSTRIES, INC.
PROFIT SHARING AND 401(K) RETIREMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED JUNE 30, 1995
EMPLOYER IDENTIFICATION NUMBER: 34-0899894
PLAN NUMBER: 001
<TABLE>
<CAPTION>
PURCHASE SELLING HISTORIC GAIN/
PRICE PRICE COST (LOSS)
-------- ------- -------- ------
<S> <C> <C> <C> <C>
Purchases -
NCB US Treasury Fund $427,329 - $427,329 $ -
NCB Investment Fund -
Fixed Income 23,700 - 23,700 -
Fidelity Income & Growth Fund 62,764 - 62,764 -
Guaranteed CIGNA Fund 413,224 - 413,224 -
Lifetime 30 Fund 81,071 - 81,071 -
Lifetime 40 Fund 98,891 - 98,891 -
Lifetime 50 Fund 83,334 - 83,334 -
Warburg Pincus
Growth & Income Fund 88,061 - 88,061 -
Warburg Pincus
International Equity Fund 94,878 - 94,878 -
Waxman Industries, Inc.
Common Stock Fund 609,360 - 609,360 -
Sales -
NCB US Treasury Fund - $579,746 $579,746 -
NCB Investment Fund -
Fixed Income - 189,305 196,160 ( 6,855)
Equity Fund - 98,476 85,909 12,567
Waxman Industries Fund - 577,682 661,080 (83,398)
Fidelity Income & Growth Fund - 1,796 (a) (a)
Guaranteed CIGNA Fund - 15,021 (a) (a)
Lifetime 30 Fund - 1,225 (a) (a)
Lifetime 40 Fund - 2,163 (a) (a)
Lifetime 50 Fund - 1,490 (a) (a)
Warburg Pincus
Growth & Income Fund - 2,089 (a) (a)
Warburg Pincus
International Equity Fund - 4,253 (a) (a)
Waxman Industries, Inc.
Common Stock Fund - 9,027 (a) (a)
</TABLE>
(a) The Plan has requested historical cost information related to the above
investments, however, this information has not been provided because of the
nature of the trustee's recordkeeping system.
The accompanying notes to financial statements are an integral part of this
schedule.
<PAGE> 19
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
Waxman Industries, Inc.
Profit-Sharing and 401(K)
Retirement Plan
/s/ Andrea Luiga
-----------------------------
Andrea Luiga
Chief Financial Officer and
Principal Accounting Officer
December 27, 1995
-----------------------------
Date
<PAGE> 20
WAXMAN INDUSTRIES, INC.
PROFIT SHARING AND 401(K) RETIREMENT PLAN
FORM 11-K
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE NO.
<S> <C>
23.
</TABLE>
<PAGE> 1
ARTHUR
ANDERSEN
ARTHUR ANDERSEN & CO, SC
---------------------
Arthur Andersen LLP
---------------------
1717 East Ninth Street
Cleveland OH 44114
216 781 2140
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our report included in this Form 11-K, into the Company's previously
filed Form S-8 Registration Statement No. 33-57477.
Arthur Andersen LLP
Cleveland, Ohio,
December 22, 1995
