<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A-1
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
---- OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1995
OR
---- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-5888
WAXMAN INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 34-0899894
(STATE OF INCORPORATION) (I.R.S.EMPLOYER IDENTIFICATION NUMBER)
24460 AURORA ROAD,
BEDFORD HEIGHTS, OHIO 44146
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(216) 439-1830
(REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
(NAME OF EACH
(TITLE OF EACH CLASS) EXCHANGE ON WHICH REGISTERED)
- - ----------------------------- ------------------------------
Common Stock, $.01 par value New York Stock Exchange
Chicago Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past ninety (90) days.
Yes x No
---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
x
---
Aggregate market value of voting stock held by nonaffiliates of the
registrant based on the closing price at which such stock was sold on the New
York Stock Exchange on September 22, 1995: $9,041,669
Number of shares of Common Stock outstanding as of September 22, 1995:
<TABLE>
<S> <C>
Common Stock 9,497,083
Class B Common Stock 2,215,079
</TABLE>
<PAGE> 2
The Annual Report on Form 10-K for the fiscal year ended June 30, 1995
(File Number 001-10273) of Waxman Industries, Inc. (the "Company"), as amended
by an amendment on Form 10-K/A filed with Securities and Exchange Commission on
October 11, 1995, is hereby amended by adding thereto the following information:
DIRECTORS OF THE COMPANY
The members of the Board of Directors of the Company during the fiscal
year ended June 30, 1995, their respective ages and their business experience
is as follows:
<TABLE>
<CAPTION>
NAME, AGE AND OTHER
POSITIONS WITH THE COMPANY BUSINESS EXPERIENCE
- - -------------------------- ------------------------------------------
<S> <C>
Melvin Waxman, 61 Mr. Melvin Waxman was elected Co-Chairman of
Co-Chairman of the Board and the Board and Co-Chief Executive Officer of
Co-Chief Executive Officer the Company in June 1995. Mr. Waxman has
been a Chief Executive Officer of the
Company since 1962. Mr. Waxman was Chairman
of the board of the Company since August
1976.
Armond Waxman, 56 Mr. Armond Waxman was elected Co-Chairman of
Co-Chairman of the Board, the Board and Co-Chief Executive Officer and
Co-Chief Executive Officer Treasurer of the Company in June 1995. Mr.
Waxman has been the President and Treasurer
of the Company since August 1976. Mr. Waxman
has been a director of the Company since
1962 and was Chief Operating Officer of the
Company from August 1976 to May 1988.
William R. Pray, 48 Mr. Pray was elected President and Chief
President and Chief Operating Officer of the Company in June
Operating Officer 1995. Mr. Pray has been the president of
Barnett since 1987.
Samuel J. Krasney, 70 Mr. Krasney has been a director of the
Company since 1977. In September 1993, Mr.
Krasney retired from his position of
Chairman of the Board, President and Chief
Executive Officer of Banner Aerospace, Inc.,
a distributor of parts in the aviation
aftermarket, a position he had held since
June 1990. In September 1993, Mr. Krasney
also retired from The Fairchild Corporation
(formerly Banner Industries, Inc.) where he
had been Vice Chairman of the Board since
1985. Fairchild is a manufacturer and
distributor of fasteners to the aerospace
industry and industrial products for the
plastic injection molding industry and other
industrial markets and is a furnisher of
telecommunication services to office
buildings. Mr. Krasney is presently a
director of Banner Aerospace and Fairchild
and also a director of FabriCenters of
America, Inc.
Irving Z. Friedman, 62 Mr. Friedman has been a director of the
Company since 1989. Mr. Friedman has been a
certified public accountant with the firm of
Krasney Polk Friedman & Fishman for more
than the past five years. Mr. Friedman is
the brother-in-law of Samuel Krasney.
Judy Robins, 46 Mrs. Robins has been a director of the
Company since 1980. Mrs. Robins has owned
and operated an interior design business
for more than the past five years. Mrs.
Robins is the sister of Melvin and Armond
Waxman. Mrs. Robins' husband is the
Secretary of the Company.
2
</TABLE>
<PAGE> 3
Compliance With The Securities Exchange Act
The Company is required to identify any director or officer who failed to
timely file with the Securities and Exchange Commission a required report
relating to ownership and changes in ownership of the Company's equity
securities. Based on material provided to the Company, it believes that during
the fiscal year ended June 30, 1995, all such filing requirements were complied
with.
EXECUTIVE COMPENSATION
Executive Compensation Table
The following table sets forth the cash compensation paid for services
rendered during fiscal 1995 to the Co-Chief Executive Officers and the four
other most highly compensated executive officers of the Company;
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
---------------------------------------
ANNUAL PAYOUTS
COMPENSATION(1) AWARDS ---------
---------------------- ------------------------- LTIP ALL OTHER
NAME AND BONUS($) RESTRICTED PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) (2) STOCK($) OPTIONS(#) ($) ($)(3)(4)
- - ------------------------- ----- --------- -------- ----------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Melvin Waxman 1995 353,277 -- -- -- -- 111,397
Co-Chairman of the 1994 325,000 100,000 -- 300,000(5) -- 45,604
Board and Co-Chief 1993 365,000 100,000 -- 250,000(5) -- 65,293
Executive Officer
Armond Waxman 1995 311,065 100,000 -- -- -- 97,080
Co-Chairman of the 1994 366,923 200,000 -- 300,000(5) -- 86,776
Board and Co-Chief 1993 378,942 100,000 -- 250,000(5) -- 50,464
Executive Officer
William R. Pray 1995 228,200 57,607 -- 32,500 -- --
President and Chief 1994 206,000 75,000 -- 92,500(6) -- --
Operating Officer 1993 200,000 45,000 -- 25,000(6) -- 14,789
John S. Peters 1995 136,119 22,500 -- -- -- 12,500
Senior Vice 1994 130,018 42,500 -- 52,500(6) -- 12,500
President - Operations 1993 132,644 25,000 -- 45,000(6) -- 14,137
Laurence S. Waxman 1995 190,480 50,000 -- -- -- 12,544
Senior Vice 1994 151,826 65,000 -- 57,500(6) -- 11,589
President 1993 135,000 40,000 -- 50,000(6) -- 14,058
Neal R. Restivo(7) 1995 133,769 22,500 -- -- -- --
Former Vice President - 1994 111,346 55,000 -- 32,500(6) -- --
Finance and Chief 1993 93,300 17,500 -- 25,000(6) -- 1,100
Financial Officer
</TABLE>
- - ---------------
(1) Certain executive officers received compensation in fiscal 1993, 1994 and
1995 in the form of perquisites, the amount of which does not exceed
reporting thresholds.
(2) Messrs. Pray, Peters and Restivo received their bonuses under the Company's
Profit Incentive Plan. Mr. Laurence Waxman received his bonus pursuant to
his employment agreement.
(3) For fiscal 1993, includes Company contributions to the Company's
Profit-Sharing Retirement Plan and premiums on split-dollar life insurance
policies. Profit Sharing Plan contributions were as follows: $2,289 each for
Messrs. Melvin and Armond Waxman and Mr. Pray, $1,637 for Mr. Peters, $1,558
for Laurence Waxman and $1,100 for Mr. Restivo. Premiums on split-dollar
life insurance policies were as follows: $63,004 for Melvin Waxman, $48,175
for Armond Waxman, $12,500 each for Messrs. Pray, Peters and Laurence
Waxman.
(4) For fiscal 1995 and 1994, amounts represent premiums on split-dollar life
insurance policies.
(5) During May 1994, Messrs. Melvin and Armond Waxman agreed to relinquish all
of their existing stock options in exchange for the grant of a like number
of new options.
(6) During May 1994, Messrs. Pray, Peters, Laurence Waxman and Restivo
relinquished all of their existing stock options in exchange for the grant
of a like number of new options. Mr. Pray's total number of options for
fiscal 1994 includes options to acquire 25,000 shares which were granted and
subsequently relinquished during fiscal 1994.
(7) Mr. Restivo terminated his employment with the Company effective September
29, 1995.
3
<PAGE> 4
Stock Option and SAR Grants
The following table sets forth the information noted for all grants of
stock options made by the Company during fiscal 1995 to each of the executive
officers named in the Summary Compensation Table:
OPTION/SAR(1) GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
% OF TOTAL ASSUMED ANNUAL RATES OF STOCK
OPTIONS PRICE APPRECIATION FOR OPTION
OPTIONS GRANTED TO EXERCISE TERM(2)
GRANTED EMPLOYEES IN PRICE EXPIRATION ------------------------------
NAME (#) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
- - ---------------- -------- ------------ -------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
William R. Pray 32,500 100% $1.375 June 16, 2005 28,104 71,220
</TABLE>
- - ---------------
(1) There were no SARs granted to any of the executive officers named in this
table in fiscal 1995.
(2) The potential realizable values represent future opportunity and have not
been reduced to present value in 1995 dollars. The dollar amounts included
in these columns are the result of calculations at assumed rates set by the
Securities and Exchange Commission for illustration purposes, and these
rates are not intended to be a forecast of the Common Stock price and are
not necessarily indicative of the values that may be realized by the named
executive officer.
STOCK OPTION AND SAR EXERCISES
The following table sets forth the information noted for all exercises of
stock options and SARs during fiscal 1995 by each of the executive officers
named in the Summary Compensation Table:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED
SHARES OPTIONS VALUE OF UNEXERCISED
ACQUIRED ON VALUE AT FISCAL YEAR-END(#) IN-THE-MONEY OPTIONS
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE AT FISCAL YEAR-END($)
- - ------------------------ ------------- ------------- -------------------------- ---------------------
<S> <C> <C> <C> <C>
Melvin Waxman -- -- 75,000/225,000 --
Armond Waxman -- -- 75,000/225,000 --
William R. Pray -- -- 16,875/83,125 --
John S. Peters -- -- 13,125/39,375 --
Laurence S. Waxman -- -- 14,375/43,125 --
Neal R. Restivo (1) -- -- 8,125/24,375 --
</TABLE>
- - ---------------
(1) Mr. Restivo terminated his employment with the Company effective September
29, 1995.
4
<PAGE> 5
Employment Agreements
Mr. Peters entered into an employment agreement with the Company which
became effective as of January 1, 1992, was amended as of October 23, 1995, and
terminates on June 30, 1997. Pursuant to such employment agreement, Mr. Peters
is to serve as Senior Vice President, Operations of the Company, and is also to
serve in such substitute or further offices or positions with the Company or
any subsidiary or affiliate of the Company as shall, from time to time, be
assigned by the Board of Directors of the Company. Mr. Peters' employment
agreement provides for a minimum annual salary of $125,000, which salary will
be reviewed annually by the Company (and shall be reduced by a corresponding
percentage reduction in hours worked in the sole discretion of the Company to
an annual amount not to be less than $75,000). Increases in salary and the
granting of bonuses to Mr. Peters will be determined by the Company, in its
sole discretion, based on such individual's performance and contributions to
the success of the Company, his responsibilities and duties and the salaries of
other senior executives of the Company. The employment agreement provides that
upon termination of employment for any reason other than death, disability (as
defined therein) or cause (as defined therein), Mr. Peters will be entitled to
receive all of the compensation he would otherwise be entitled to through the
end of the term of the agreement. The employment agreement also contains
provisions which restrict Mr. Peters from competing with the Company during the
term of the agreement and for two years following the termination thereof.
Mr. Pray has an employement agreement with Barnett and the Company which
became effective as of July 1, 1990 and which terminates on June 30, 2000.
Pursuant to this employment agreement, Mr. Pray is to serve as President of
Barnett and provide services to Barnett in such managerial areas as Mr. Pray
served in the past and such additional duties as shall be assigned to Mr. Pray
by the Co-Chief Executive Officers of the Company. Mr. Pray's employment
agreement provides for a minimum annual salary of $165,000 for the first year
of the employment agreement and provides that for each year thereafter the
minimum annual salry will be increased by eight percent of the prior year's
salary or any salary amount separately agreed to in writing by Mr. Pray,
Barnett and the Company. Mr. Pray is also eligible to receive additional
discretionary bonuses as may from time to time be determined in the sole
discretion of the Board of Directors of the Company. The employment agreement
provides that upon termination of employment for any reason other than death,
disability (as defined therein) or cause (as defined therein), Mr. Pray will be
entitled to receive all of the compensation he would otherwise be entitled to
through the end of the term of the agreement. The employment agreement also
contains provisions which restrict Mr. Pray from competing with the Company
during the term of the agreement and for two years following the termination
thereof.
Mr. Laurence Waxman entered into an employment agreement with Waxman
Consumer Products Group Inc., a wholly owned subsidiary of the Company
("Consumer Products"), which became effective as of November 1, 1994 and
terminates on October 31, 1999. Pursuant to such employment agreement, Mr.
Laurence Waxman is to serve as President of Consumer Products, and is also to
serve in such further offices or positions with Consumer Products or any
subsidiary or affiliate of Consumer Products as shall, from time to time, be
assigned by the Board of Directors of Consumer Products. Mr. Laurence Waxman's
employment agreement provides for an annual salary of $200,000 for the first
year of the employment agreement and provides that for each year thereafter the
annual salary will be increased by six percent of the prior year's salary.
Additional increases in salary and the granting of bonuses to Mr. Laurence
Waxman will be determined by Consumer Products, in its sole discretion, based
on such individual's performance and contributions to the success of Consumer
Products, his responsibilities and duties and the salaries of other senior
executives of Consumer Products. A bonus in the amount of $50,000 was granted
to Mr. Lawrence Waxman in fiscal 1995. The employment agreement provides that
upon termination of employment by Mr. Laurence Waxman for good reason (as
defined therein) or by the Company for any reason other than death, disability
(as defined therein) or cause (as defined therein), Mr. Laurence Waxman will be
entitled to receive all of the compensation he would otherwise be entitled to
through the end of the term of the agreement. The employment agreement also
contains provisions which restrict Mr. Laurence Waxman from competing with the
Company or Consumer Products during the term of the agreement and for two years
following the termination thereof.
5
<PAGE> 6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Common Stock Ownership
CAPITAL STOCK
The following table sets forth, as of September 30, 1995 (except as noted
in footnote 4 below), the number of shares of Common Stock beneficially owned by
each director, by the directors and executive officers of the Company as a group
and by each holder of at least five percent of Common Stock known to the
Company, and the respective percentage ownership of the outstanding Common Stock
and Class B Common Stock and voting power held by each such holder and group.
The mailing address for Messrs. Melvin and Armond Waxman is the executive office
of the Company.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE
BENEFICIALLY OWNED OWNERSHIP
------------------------- --------------------- PERCENTAGE
CLASS B CLASS B OF AGGREGATE
NAME OF COMMON COMMON COMMON COMMON VOTING
BENEFICIAL OWNER STOCK STOCK STOCK STOCK POWER
- - ------------------------------ ---------- ---------- -------- -------- ------------
<S> <C> <C> <C> <C> <C>
Melvin Waxman(1).............. 831,282 1,011,932 9.4% 45.7% 34.7%
Armond Waxman(2).............. 765,107 826,082 8.8 37.3 28.7
William Pray.................. 25,000 -- * * *
Samuel J. Krasney(3).......... 6,750 6,750 * * *
Judy Robins................... 66,750 78,750 * 3.6 2.7
Directors and officers as a
group (9 individuals)....... 1,749,664 1,978,766 20.2 89.3 68.2
Weiss, Peck & Greer(4)........ 1,301,400 -- 13.7 -- 4.1
One New York Plaza
New York, NY 10004
</TABLE>
- - ---------------
* less than 1%
(1) Includes 100 shares of Common Stock owned by a member of Mr. Melvin Waxman's
immediate family, as to which shares Mr. Waxman disclaims beneficial
interest.
(2) Includes 55,825 shares of Common Stock and 55,800 shares of the Class B
Common Stock owned by members of Mr. Armond Waxman's immediate family, as to
which shares Mr. Waxman disclaims beneficial interest.
(3) Includes 4,500 shares of Common Stock and 4,500 shares of the Class B Common
Stock owned by Mr. Krasney's wife, as to which shares Mr. Krasney disclaims
beneficial interest.
(4) The information set forth in the table with respect to Weiss, Peck & Greer
was obtained from Amendment No. 2 to a Statement on Schedule 13G, dated
February 8, 1995, filed with the Securities and Exchange Commission. Such
statement reflects Weiss, Peck & Greer's beneficial ownership as of December
31, 1994.
6
