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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 29, 1995
Waxman Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-5888 34-0899894
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
24460 Aurora Road, Bedford Heights, Ohio 44146
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 439-1830
Not Applicable
(Former name or former address, if changed since last report.)
Exhibit Index in on page 4.
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Item 5. Other Events.
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On August 29, 1995, Waxman Industries, Inc. (the "Company") announced that it
has decided to sell its subsidiary Waxman Consumer Products Group Inc.
("Consumer Products") in order to enhance its capital structure and allow the
Company to focus on its fast growing Barnett mail order and telemarketing
business. The Company anticipates that the proceeds from any such sale will be
used, in part, to retire its $39.2 million of Senior Secured Notes due
September 1996 (the "Notes") thereby elminating the mandatory sinking fund
requirements relating to the Notes which are scheduled to commence in September
1996. The Company retained Merrill Lynch & Co. as its financial advisor in
connection with the sale.
In furtherance of such decision, the Company said that it has entered into a
letter of intent which contemplates the sale of 75% of Consumer Products,
together with certain supporting operations, to a group consisting of HIG
Capital Management of Miami, Florida along with certain members of Consumer
Products existing management team for an aggregate purchase price of $50
million. Such letter of intent, however, contains certain contingencies
including a financing contingency. In connection with such sale, the Company
intends to repay the portion of its revolving credit facility and term loan
which relates to Consumer Products and refinance the remaining balances using
proceeds from a new secured credit facility. The Company expects that any such
new secured credit facility will improve liquidity through greater working
capital availability.
The Company also announced that it intends to name Andrea Luiga to the position
of Vice President, Finance and Chief Financial Officer. Ms. Luiga will replace
Neal R. Restivo, Senior Vice President and Chief Financial Officer who
submitted his resignation effective September 30, 1995 to pursue another
opportunity. Ms. Luiga is currently Vice President, Controller of Barnett and
has been with Barnett since 1987.
A copy of the press release relating thereto issued by the Company is
attached hereto as Exhibit 1 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
1. Press release issued by Waxman Industries, Inc. on August 29, 1995.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WAXMAN INDUSTRIES, INC.
By: /s/ Neal R. Restivo
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Name: Neal R. Restivo
Title: Senior Vice President
Date: September 5, 1995
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Waxman Industries, Inc.
Current Report on Form 8-K
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Page
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<S> <C>
(1) Press release issued by Waxman Industries, Inc. on
August 29, 1995
</TABLE>
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WAXMAN EXHIBIT 1
**************************** NYSE: WAX
* *
* Waxman Industries, Inc. * NEWS RELEASE
* *
****************************
FOR ADDITIONAL INFORMATION, CONTACT:
AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD,INC.:
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ARMOND WAXMAN, PRESIDENT KATHLEEN M. BRUNSON
216-439-1830 312-266-7800 [CHICAGO]
NEAL R. RESTIVO, V.P.FINANCE REGINA K. RYAN
216-439-1830 ###-##-#### [NEW YORK]
FOR IMMEDIATE RELEASE
WAXMAN INDUSTRIES, INC. ANNOUNCES DECISION TO SELL ITS
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CONSUMER PRODUCTS GROUP SUBSIDIARY;
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Also CFO Change
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BEDFORD HEIGHTS, Ohio -- August 29, 1995 -- Waxman Industries, Inc.
(NYSE-WAX), a leading supplier to the U.S. home repair and remodeling market,
today announced that it has decided to sell its Consumer Products Group
business in order to enhance the Company's capital structure and allow the
Company to focus on its fast growing Barnett mail order and telemarketing
business. Consumer Products markets and distributes its products to mass
merchandisers and large D-I-Y retailers while Barnett's focus is directed
primarily to repair and remodeling contractors and independent retailers. The
Company anticipates that the proceeds from any such sale will be used, in part,
to retire its $39.2 million of Senior Secured Notes due September 1998 thereby
eliminating the mandatory sinking fund requirements relating to these notes
which are scheduled to commence in September 1996. The Company retained Merrill
Lynch & Co. as its financial advisor in connection with the sale.
Commenting on the announcement, Armond Waxman, Co-Chairman and Co-Chief
Executive Officer said, "The decision to sell Consumer Products was an extremely
difficult one as the business has performed well and has been increasing its
market share with the major Do-It
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WAXMAN INDUSTRIES, INC. 24460 AURORA ROAD BEDFORD HEIGHTS, OHIO 44146
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Yourself retailers and mass merchandisers in the U.S. However, due to the
leveraged nature of our capital structure, we believe that the sale is in the
best interests of our shareholders and investors as it eliminates significant
debt maturities and allows us to focus on and take advantage of Barnett's
significant growth opportunities. Barnett, which has historically been our
fastest growing and most profitable operation, has averaged 15% annual revenue
growth for each of the past five years. These results are especially
impressive in light of the fact that Barnett has not opened any new warehouses
in over 18 months. This clearly demonstrates the strength and growth potential
of this business. Upon completion of a sale of Consumer Products, Barnett will
represent approximately 70% of consolidated revenues.
In furtherance of such decision, the Company said that it has entered
into a letter of intent which contemplates the sale of 75% of the Consumer
Products business, together with certain supporting operations, to a group
consisting of HIG Capital Management of Miami, Florida along with certain
members of Consumer Products existing management team for an aggregate purchase
price of $50 million. Such letter of intent, however, contains certain
contingencies including a financing contingency. In connection with such sale,
the Company intends to repay the portion of its revolving credit facility and
term loan which relates to Consumer Products and refinance the remaining
balances using proceeds from a new secured credit facility. The Company
expects that any such new secured credit facility will improve liquidity
through greater working capital availability.
"We are excited about this potential transaction as it would provide us
with an opportunity to participate in any future growth of the Consumer
Products Group business through the 25% interest we would
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retain. Although we have not yet reached agreement with the prospective
buyer on all terms, we are optimistic that we will be able to consummate this
transaction. It is, however, our intention to continue pursuing the sale of
Consumer Products in the event that this transaction is not completed." said
Mr. Waxman.
Separately, the Company announced that it intends to name Andrea Luiga
to the position of Vice President, Finance and Chief Financial Officer. Ms.
Luiga will replace Neal R. Restivo, Senior Vice President, Finance and Chief
Financial Officer who submitted his resignation effective September 30, 1995 to
pursue another opportunity. Ms. Luiga is currently Vice President, Controller
of Barnett and has been with Barnett since 1987.
"We are disappointed by Neal's decision to leave as he has been a key
contributor to our financial restructuring process. Neal will, however, be
working closely with Andrea over the next several weeks to ensure a smooth
transition." commented Mr. Waxman.
Waxman Industries, Inc. is a leading supplier to the home repair and
remodeling market in the United States. The Company markets and distributes a
broad range of plumbing, electrical and hardware products to over 47,000
customers in the United States. Through their nationwide network of warehouses
and distribution centers, the Company's operations provide their customers with
a single source for an extensive line of competitively priced quality products.
# # #
To receive additional information on the Company via facsimile at no cost,
please dial 1-800-PRO-INFO and enter the company code number 166.
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