<PAGE>
As filed with the Securities and Exchange Commission on May 13, 1996
Registration No. 33-44511
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
----------
POST-EFFECTIVE AMENDMENT NO. 11 TO
REGISTRATION STATEMENT
ON FORM S-2
UNDER
THE SECURITIES ACT OF 1933
----------------
WAXMAN INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
5074
(Primary Standard Industrial Classification Code Number)
34-0899894
(I.R.S. Employer Identification Number)
24460 Aurora Road
Bedford Heights, Ohio 44146
(216) 439-1830
(Address, including zip code, and telephone number,
including area code, of registrant's principal offices)
----------
ARMOND WAXMAN
24460 Aurora Road
Bedford Heights, Ohio 44146
(216) 439-1830
(Name, address, including zip code, and telephone number,
including area code, of agents for service)
----------
Copies to:
SCOTT M. ZIMMERMAN, ESQ.
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED
SALE TO THE PUBLIC:
As soon as practicable after this registration statement becomes
effective.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box: [X]
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission acting pursuant to said
section 8(a), may determine.
----------
<PAGE>
WAXMAN INDUSTRIES, INC.
CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K
<TABLE>
<CAPTION>
ITEM OF FORM S-2 PROSPECTUS CAPTION OR LOCATION
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<S> <C> <C>
1. Forepart of the Registration Statement and Outside Front Cover Page of Prospectus
Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Available Information; Inside Front Cover and Outside
Pages of Prospectus Back Cover Page of Prospectus
3. Summary Information, Risk Factors and Prospectus Summary; Incorporation of Certain Information
Ratio of Earnings to Fixed Charges by Reference; Risk Factors
4. Use of Proceeds Inside Front Cover Page of Prospectus; Prospectus
Summary; Use of Proceeds
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Selling Security Holders; Plan of Distribution
8. Plan of Distribution and Underwriting Outside Front Cover Page of Prospectus; Plan of
Distribution
9. Description of Securities to be Registered Outside Front Cover Page of Prospectus; Prospectus
Summary; Description of Warrants; Description of Capital
Stock
10. Interests of Named Experts and Counsel Legal Matters
11. Information with Respect to the Registrant Outside Front Cover Page of Prospectus; Available
Information; Incorporation of Certain Information By
Reference; Prospectus Summary; Risk Factors
12. Incorporation of Certain Information by Available Information; Incorporation of Certain
Reference Information by Reference
13. Disclosure on Commission Position on Not Applicable
Indemnification of Securities Act Liabilities
</TABLE>
-i-
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus 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.
SUBJECT TO COMPLETION, DATED MAY 13, 1996
PROSPECTUS
WAXMAN INDUSTRIES, INC.
867,000 COMMON STOCK PURCHASE WARRANTS
950,000 SHARES OF COMMON STOCK
This Prospectus relates to the offer and sale of (i) 867,000 common
stock purchase warrants (the "Warrants") of Waxman Industries, Inc. (the
"Company") and (ii) 1,000,000 shares of the Company's Common Stock, $.01 par
value per share (the "Common Stock") issuable upon exercise of the Warrants
and an additional 133,000 Common Stock purchase warrants sold as part of the
1991 Private Placement (as defined below and collectively referred to with the
Warrants as the "1991 Private Placement Warrants"). The Warrants and the
shares of Common Stock offered hereby are sometimes collectively referred to
herein as the "Securities." The Securities will be sold by the holders thereof
(the "Selling Security Holders"). See "Selling Security Holders."
The Warrants were originally issued by the Company on September 17,
1991 in a private placement of 12.25% Fixed Rate Senior Secured Notes due 1998
and Floating Rate Senior Secured Notes due 1998 of the Company (collectively,
the "Notes") and the Warrants to certain institutional investors (the "1991
Private Placement"). In April 1996, the Company defeased the Notes. The
original number of Warrants was 1,000,000. In addition, 126,000 1991 Private
Placement Warrants have been traded publicly since their registration in June
1992, and, therefore, the offer and sale of such Warrants does not require
registration hereunder. Also, the Company is not registering hereunder 7,000
1991 Private Placement Warrants because the holders thereof did not provide
the Company with certain information which was required to register the offer
and sale thereof hereunder. There is currently a limited public market for the
Warrants.
The Warrants provide for the purchase of an aggregate of 867,000
shares of Common Stock at an exercise price of $4.60 per share, subject to
adjustment in certain events described herein. The Company would receive all
of the proceeds from the exercise of the Warrants. The Warrants are
exercisable immediately and expire on September 1, 1996. The Company may offer
to the registered holder the option, in lieu of exercising the Warrants, of
surrendering the Warrants, in whole or in part, for a cash payment set forth
herein.
The Common Stock is traded on the New York Stock Exchange (the
"NYSE") (symbol: WAX). On May 9, 1996, the closing price per share of Common
Stock, as reported by the NYSE, was $4.00. The Common Stock is also traded on
the Chicago Stock Exchange. There is currently a limited public market for the
Warrants.
The Securities are being offered for the accounts of the Selling
Security Holders. See "Selling Security Holders". The Company has agreed to
pay all of the expenses of this offering but will not receive any of the
proceeds from the sale of the Securities being offered hereby. The aggregate
proceeds to the Selling Security Holders from the sale of the Securities will
be the purchase price of the Securities sold, less the aggregate agents'
commissions and underwriters' discounts, if any, and other expenses of
issuance and distribution not borne by the Company. See "Plan of
Distribution."
The Selling Security Holders directly, through agents designated from
time to time or through dealers or underwriters also to be designated, may
sell the Securities from time to time on terms to be determined at the time of
sale. To the extent required, the specific Securities to be sold, the names of
the Selling Security Holders, the purchase price, the public offering price,
the names of any such agents, dealers or underwriters and any applicable
commissions or discount with respect to a particular offer will be set forth
in an accompanying Prospectus supplement.
The Selling Security Holders and any broker-dealers, agents or
underwriters that participate with the Selling Security Holders in the
distribution of the Securities may be deemed to be "Underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), and
any commissions received by them and any profit on the
<PAGE>
resale of the Securities purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. See "Plan of Distribution"
for indemnification arrangements.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
THE SECURITIES HAVE NOT BEEN AND WILL NOT BE QUALIFIED FOR SALE UNDER
THE SECURITIES LAWS OF CANADA OR ANY PROVINCE OR TERRITORY OF CANADA. THE
SECURITIES ARE NOT BEING OFFERED FOR SALE AND MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN CANADA, OR TO ANY RESIDENT THEREOF, IN VIOLATION OF
THE SECURITIES LAWS OF CANADA OR ANY PROVINCE OR TERRITORY OF CANADA.
THIS DOCUMENT MAY NOT BE PASSED ON IN THE UNITED KINGDOM TO ANY
PERSON UNLESS THAT PERSON IS OF A KIND DESCRIBED IN ARTICLE 9(3) OF THE
FINANCIAL SERVICES ACT 1986 (INVESTMENT ADVERTISEMENTS) (EXEMPTIONS) ORDER
1988 OR IS A PERSON TO WHOM THIS DOCUMENT MAY OTHERWISE LAWFULLY BE ISSUED OR
PASSED ON.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR
A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B WITH THE STATE OF NEW HAMPSHIRE
NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED
IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE
THAT ANY DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION
IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE
HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR
GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO
MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT
ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
-----------------------------------------
THE DATE OF THIS PROSPECTUS IS _______________, 1996.
2
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy and information
statements, and other information filed by the Company with the Commission can
be inspected and copied at the public reference facilities maintained by the
Commission, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at
the following Regional Offices of the Commission: New York Regional Office, 75
Park Place, New York, New York 10007; and Chicago Regional Office, 230 South
Dearborn Street, Room 3190, Chicago, Illinois 60604. Copies of such material
can also be obtained from the Public Reference Section of the Commission, 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates.
The Company's Common Stock is listed on the NYSE. Reports, proxy and
information statements may also be inspected at the offices of the NYSE, 20
Broad Street, New York, New York 10005.
This Prospectus does not contain all the information set forth in the
Registration Statement (the "Registration Statement") filed with the
Commission. For further information with respect to the Company and the
securities offered hereby, reference is made to the Registration Statement and
the exhibits thereto, copies of which are on file at the offices of the
Commission and may be obtained upon payment of the fee prescribed by the
Commission, or may be examined without charge at the offices of the
Commission.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company hereby incorporates by reference in this Prospectus the
Company's Annual Report on Form 10-K for its fiscal year ended June 30, 1995
filed with the Commission (File No. 0-5888) pursuant to the 1934 Act, as
amended by an amendment on Form 10-K/A filed with the Commission on October
11, 1995 and further amended by an amendment on Form 10-K/A-1 filed with the
Commission on November 2, 1995 (the "1995 Annual Report"), the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1995 filed
with the Commission on November 13, 1995 (the "September 1995 10-Q"), the
Company's Quarterly Report on Form 10-Q for the quarter ended December 31,
1995 filed with the Commission on February 12, 1996 (the "December 1995 10-Q")
and the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996 filed with the Commission on May 9, 1996 (the "March 1996 10-Q," and,
together with the 1995 Annual Report, the September 1995 10-Q and the December
1995 10-Q, the "Periodic Reports").
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is incorporated
or deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
Any person receiving a copy of this Prospectus may obtain without
charge, upon request, a copy of any of the documents incorporated by reference
herein, except for the exhibits to such documents. Requests should be directed
to Waxman Industries, Inc. 24460 Aurora Road, Bedford Heights, Ohio 44146,
Telephone No. (216) 439-1830.
3
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by reference to,
and should be read in conjunction with, the more detailed information and
financial statements appearing elsewhere or incorporated by reference in this
Prospectus. References in this Prospectus to a particular fiscal year refer to
the 12-month period ended on June 30 in that year. Unless the context
otherwise indicates, all references to the "Company" are to the continuing
operations of Waxman Industries, Inc. and its subsidiaries and divisions and
to the business conducted through such subsidiaries and divisions and include
the operations of Waxman Consumer Products Group Inc. ("Consumer Products").
As a result of the Company's prior determination to sell its Consumer Products
business, Consumer Products was reported by the Company as a discontinued
operation as of June 30, 1995. In connection with the recently completed
initial public offering of Barnett Inc. ("Barnett"), formerly a wholly-owned
indirect subsidiary of the Company, the Company ceased its efforts to sell
Consumer Products effective March 31, 1996. Accordingly, unless the context
otherwise indicates, the information contained in this Prospectus reflects
Consumer Products as a continuing operation; provided, however, that the
information contained in the Periodic Reports prior to March 31, 1996 reflects
Consumer Products as a discontinued operation. See "Recent Developments."
THE COMPANY
The Company believes it is one of the leading suppliers of plumbing
products to the repair and remodeling market in the United States. The
Company, through its subsidiaries, together with Barnett, distribute plumbing,
hardware and electrical products to approximately 50,000 customers in the
United States, including, plumbing and electrical repair and remodeling
contractors and independent retailers. The Company's consolidated net sales
were $232.3 million and $175.5 million in fiscal 1995 and the nine months
ended March 31, 1996, respectively.
The business of the Company is conducted primarily through its
indirect wholly-owned subsidiary Consumer Products and through Barnett, of
which the Company owns approximately 45% of the outstanding common stock, and,
through the ownership of certain convertible preferred stock, approximately a
54% economic interest. The Company also owns several smaller operations.
Consumer Products markets and distributes approximately 9,400 products to a
wide variety of retailers, primarily do-it-yourself ("D-I-Y") warehouse home
centers, home improvement centers, mass merchandisers, hardware stores and
lumberyards. Consumer Products' customers include large national retailers
such as Kmart, Builders Square and Wal-Mart, as well as large regional D-I-Y
retailers such as Fred Meyer Inc. According to rankings of the largest D-I-Y
retailers published in National Home Center News, an industry trade
publication, Consumer Products' customers include 15 of the 25 largest D-I-Y
retailers in the United States. Consumer Products works closely with its
customers to develop comprehensive marketing and merchandising programs
designed to improve their profitability, efficiently manage shelf space,
reduce inventory levels and maximize floor stock turnover.
Consumer Products' marketing strategy includes offering mass
merchandisers and D-I-Y retailers a comprehensive merchandising program which
includes design, layout and setup of selling areas. Sales and service
personnel assist the retailer in determining the proper product mix in
addition to designing department layouts to effectively display products and
optimally utilize available floor and shelf space. Consumer Products supplies
point-of- purchase displays for both bulk and packaged products, including
color-coded product category signs and color- coordinated bin labels to help
identify products, and backup tags to signify products that require
reordering. Consumer Products also offers certain of its customers the option
of private label programs for their plumbing and floor care products. In-house
design, assembly and packaging capabilities enable Consumer Products to react
quickly and effectively to service its customers' changing needs. In addition,
Consumer Products' products are packaged and designed for ease of use, with
"how to" instructions included to simplify installation, even for the
uninitiated D-I-Y consumer. Consumer Products' net sales for fiscal 1995 and
the nine months ended March 31, 1996 were $72.0 million and $47.1 million,
respectively. The Company currently is reevaluating the strategic direction of
Consumer Products with a view to eliminating certain product lines, optimizing
product offerings and rationalizing certain warehousing costs and evaluating
the carrying value of certain long-lived assets. The Company is currently
contemplating exiting from the distribution of electrical products to further
focus the strategic direction of Consumer Products. The Company believes that
the reevaluation of Consumer Products'
4
<PAGE>
strategic focus will initially result in a decrease in net sales but will
strengthen and improve the Consumer Products business in the long-term.
Barnett is a direct marketer and distributor of an extensive line of
plumbing, electrical and hardware products to over 40,000 active customers
throughout the United States. Barnett offers approximately 8,500 name brand
and private label products through its industry-recognized Barnett(R) catalogs
and telesales operations. Barnett markets its products through three distinct,
comprehensive catalogs that target professional contractors, independent
hardware stores and maintenance managers. Barnett's staff of over 70
knowledgeable telesalespersons, customer service and technical support
personnel work together to serve customers by assisting in product selection
and offering technical advice. To provide rapid delivery and a strong local
presence, Barnett has established a network of 28 distribution centers
strategically located in 28 major metropolitan areas throughout the United
States. Through these local distribution centers, approximately two-thirds of
Barnett's orders are shipped directly to the customer, usually within 24 hours
of an order. The remaining one-third of the orders are picked up by the
customer at one of Barnett's local distribution centers. Barnett's strategy of
being a low-cost, competitively priced supplier is facilitated by its volume
of purchases and offshore sourcing of a significant portion of its private
label products. Products are purchased from over 400 domestic and foreign
suppliers.
Barnett believes that its distinctive business model has enabled it
to become a high-volume, cost-efficient direct marketer of competitively
priced plumbing, electrical and hardware products. Barnett's approximately
500-page catalogs offer an extensive selection of products in an easy to use
format enabling customers to consolidate purchases with a single vendor.
Barnett provides an updated version of its catalogs to its customers on
average four times a year. To attract new customers and offer special
promotions to existing customers, Barnett supplements its catalogs with
monthly promotional flyers. Barnett's experienced and knowledgeable inbound
telesales staff, located at Barnett's centralized headquarters in
Jacksonville, Florida, uses Barnett's proprietary information systems to take
customer orders as well as offer technical advice. Barnett's highly trained
outbound telesales staff maintains frequent customer contact, makes telesales
presentations and encourages additional purchases. Targeted customer accounts
are typically assigned an outbound telesalesperson in order to enhance
customer relationships and improve customer satisfaction. Barnett's high
in-stock position and extensive network of local distribution centers enable
it to fulfill approximately 94% of the items included in each customer order
and provide rapid delivery. Barnett's net sales were $109.1 million and $93.4
million in fiscal 1995 and the nine months ended March 31, 1996, respectively.
The Company has several smaller operations which are conducted
through its other indirect wholly-owned subsidiaries, WOC Inc. ("WOC") and
TWI, International, Inc. ("TWI"). WOC includes four operations, the largest of
which are U.S. Lock ("U.S. Lock") - a distributor of a full line of security
hardware products and LeRan Copper & Brass ("LeRan") - a supplier of copper
tubing, brass fittings and other related products. WOC's other operations also
include its Madison Equipment division, a supplier of electrical products, and
its Medal Distributing division, a supplier of hardware products. TWI includes
foreign sourcing operations in Mexico, China and Taiwan which support Consumer
Products, Barnett and WOC. Net sales from these smaller operations were $51.2
million and $35.0 million in fiscal 1995 and the nine months ended March 31,
1996, respectively.
5
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The current corporate structure of the Company is as follows:
WAXMAN INDUSTRIES, INC.
WAXMAN USA INC.
BARNETT WAXMAN WOC INC. TWI, INTERNATIONAL INC.
INC.(1) CONSUMER AND SUBSIDIARIES
PRODUCTS
GROUP INC.
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(1) Waxman USA Inc. (as defined below) beneficially owns approximately
49.9% of the Barnett Common Stock and, together with non-voting
preferred stock of Barnett owned by Waxman USA, approximately 54% of
the capital stock of Barnett.
RECENT DEVELOPMENTS
In August 1995, the Company announced that it had decided to sell its
Consumer Products business and entered into a letter of intent, which
subsequently expired, which contemplated the sale of the Consumer Products
business, together with certain supporting operations and certain home center
accounts now serviced by Barnett, to a group consisting of HIG Capital
Management of Miami, Florida along with certain members of Consumer Products'
existing management team for an aggregate cash purchase price of $50 million
plus other consideration which would have given the Company approximately a
25% economic interest in Consumer Products on a going forward basis. Since the
consummation of the Barnett Public Offering, the Company has ceased its
efforts to sell Consumer Products and instead retains and continues to operate
Consumer Products. Consequently, the Company reported its results as a
continuing operation for the nine month period ended March 31, 1996.
On February 1, 1996, Barnett filed a registration statement with the
Commission with respect to an initial public offering (the "Barnett Public
Offering") of its common stock (the "Barnett Common Stock"). On March 28,
1996, the registration statement with respect to the Barnett Public Offering
was declared effective and on April 3, 1996, the Barnett Public Offering was
consummated. In such offering, 7,207,200 shares, representing approximately
55.1% of the Barnett Common Stock, were sold in the aggregate by Barnett and
Waxman USA Inc. ("Waxman USA"), a direct wholly-owned subsidiary of the
Company, at an initial public offering price per share of $14.00, resulting in
aggregate net proceeds of $93.4 million. As of May 8, 1996, as a result of the
Company's ownership of certain convertible non-voting preferred stock of
Barnett, Waxman USA beneficially owns approximately 49.9% of the Barnett
Common Stock and approximately a 54% economic interest in the capital stock of
Barnett.
Of the $48.5 million of net proceeds received by Barnett in the
Barnett Public Offering, Barnett used (i) approximately $23.0 million to repay
all of the outstanding indebtedness borrowed by it under the secured credit
facility (the "Operating Companies Revolving Credit Facility") among Citicorp
USA, Inc., as agent, Barnett,
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<PAGE>
Consumer Products and WOC, (ii) $22.0 million to pay a dividend evidenced by a
note payable to Waxman USA and (iii) $3.5 million forworking capital. The
$44.9 million of net proceeds received by Waxman USA from the Barnett Public
Offering, together with payment from Barnett of the $22.0 note payable
described above, were, or will be, applied primarily to repay debt including
(i) all of the $39.2 million principal amount of the Company's 12 1/4% Senior
Secured Notes due 1998 and Floating Rate Senior Secured Notes due 1998
(collectively, the "Senior Secured Notes") plus accrued interest and
redemption premium of approximately $1.7 million, thereby eliminating the
mandatory sinking fund requirements relating to the Senior Secured Notes which
were scheduled to commence in September 1996 and (ii) approximately $5.0
million of the $10.0 million outstanding indebtedness and accrued interest
under the secured term loan (the "Term Loan") among Citibank, N.A., as agent,
Barnett, Consumer Products and WOC. The remaining net proceeds received by
Waxman USA (approximately $21.0 million) are intended to be used to (i) reduce
additional outstanding indebtedness borrowed by Consumer Products and WOC
under the Restated Credit Agreement and/or (ii) retire the Company's 12 3/4
Senior Secured Deferred Coupon Notes due 2004 (the "Deferred Coupon Notes")
and/or Exchange Notes (as defined below) and/or (iii) reinvest in Consumer
Products' and/or WOC's businesses.
In connection with the Barnett Public Offering and as part of the
Company's efforts to decrease its leverage and increase its financial
flexibility, Waxman USA consummated an exchange offer (the "Exchange Offer")
pursuant to which it exchanged $43,026,000 principal amount of the Company's
outstanding 13 3/4% Senior Subordinated Notes due 1999 (the "Senior
Subordinated Notes") for a like principal amount of Waxman USA 11 1/8% Senior
Notes due 2001 (the "Exchange Notes") and in connection therewith solicited
consents to certain amendments to the Indenture pursuant to which the Senior
Subordinated Notes were issued. Generally, the amendments to the Senior
Subordinated Note indenture eliminate virtually all of the restrictive
covenants and events of defaults previously contained in such indenture. The
Exchange Offer decreased the Company's cash interest burden and extended the
maturity of the Senior Subordinated Notes exchanged in the Exchange Offer by
several years. The Exchange Notes were not registered under the Securities Act
and may not be offered or sold in the United States absent registration or an
applicable exemption from such registration requirements.
In connection with the Barnett Public Offering, Waxman USA entered
into an amendment and restatement of the Operating Companies Revolving Credit
Facility and Term Loan (the "Restated Credit Agreement") to provide for, among
other things, an approximately one year secured credit facility providing for
revolving credit advances of up to $25.0 million and term loans of up to $5.0
million ("Restated Term Loans") and a release of Barnett from such lending
arrangements. As a result of the limited duration of the Restated Credit
Agreement, Waxman USA is currently negotiating with respect to a refinancing
of such credit facility. Although the Company believes, based on discussions
to date, that it will be able to refinance the Restated Credit Agreement
before its expiration, there can be no assurance that it will be able to do so
or as to the terms of any such refinancing it is able to obtain.
Revolving credit advances under the Restated Credit Agreement are
subject to borrowing base formulas and will bear interest at (i) the per annum
rate of 1.5% plus the highest of (a) the prime rate of Citibank, N.A. or (b)
the federal funds rate plus 0.5% and a formula with respect to three month
certificates of deposit of major United States money market banks or (ii)
LIBOR plus 3.0%. The Restated Credit Agreement includes a letter of credit
subfacility of $4.0 million. Restated Term Loans bear interest at a rate per
annum equal to 2.0% over the interest rate applicable to revolving credit
advances under the Restated Credit Agreement. Borrowings under the Restated
Credit Agreement are secured by the accounts receivable, inventory, certain
general intangibles and unencumbered fixed assets of Consumer Products and WOC
(the "Borrowers") and 65% of the capital stock of one subsidiary of TWI and
100% of the capital stock of another such subsidiary. In addition, Restated
Term Loans are also secured by a pledge of 500,000 shares of Barnett Common
Stock owned by Waxman USA. The Restated Credit Agreement requires the
Borrowers to maintain cash collateral accounts into which all available funds
are deposited and applied to service the facility on a daily basis. The
Restated Credit Agreement will prevent dividends and distributions by the
Borrowers except in certain limited instances including, so long as there is
no Default or Event of Default, and Waxman USA is in compliance with certain
financial covenants, the payment of interest on the Senior Subordinated Notes
and Exchange Notes, and will contain customary negative, affirmative and
financial covenants and conditions.
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The Restated Credit Agreement contains only the events of default
contained in the Operating Companies Revolving Credit Facility, which include
the following: (i) any Borrower shall fail to make any payment of principal or
interest or any other amount due under the agreements related to the Restated
Credit Agreement or fail to perform any covenant (after the expiration of any
applicable grace period) thereunder, or any representation or warranty made
in connection therewith shall prove to have been incorrect in any material
respect when made or deemed made; (ii) the Company or any of its subsidiaries
shall fail to pay any indebtedness having a principal amount of $5,000,000 or
more; or any other event shall occur or condition shall exist under any
agreement or instrument relating to any such indebtedness, if the effect of
such event or condition is to accelerate, or to permit the acceleration of
(after the expiration of any applicable period of grace), the maturity of such
indebtedness; or any such indebtedness shall become or be declared to be due
and payable, or required to be repaid (other than by a regularly scheduled
required prepayment), or the Company or any of its subsidiaries shall be
required to repurchase or offer to repurchase such indebtedness, prior to the
stated maturity thereof; (iii) certain events of bankruptcy with respect to
the Company or any of its subsidiaries; (iv) there shall occur any Change of
Control (as defined in the Restated Credit Agreement; and (v) there shall
occur a Material Adverse Effect (as defined in the Restated Credit Agreement)
or an event which would have a Material Adverse Effect (as defined in the
Restated Credit Agreement).
THE OFFERING
SECURITIES OFFERED 867,000 Common Stock Purchase
Warrants and 1,000,000 Shares
of Common Stock (issuable upon
exercise of the 1991 Private
Placement Warrants).
867,000 Common Stock Purchase
Warrants, each representing the
right to purchase a share of
Common Stock at an exercise price
of $4.60 per share. The Warrants
provide for adjustments to the
exercise price in certain events,
including, but not limited to, the
declaration of dividends or making
of a distribution on the
outstanding shares of the
Company's Common Stock or the
subdivision or reclassification of
the outstanding shares of the
Company's Common Stock into a
greater or smaller number of
shares. The Warrants are
exercisable immediately and expire
on September 1, 1996. The Company
may offer to the registered holder
the option, in lieu of exercising
the Warrants, of surrendering the
Warrants, in whole or in part, for
a cash payment equal to the
product of (i) the Closing Price
(as defined in the Warrant
Agreement) for a share of Common
Stock on the last business day
prior to the date of surrender of
the warrant certificate less the
exercise price, and (ii) the
number of shares of Common Stock
to which the holder is entitled
pursuant to the Warrants
surrendered therefor.
RISK FACTORS
Prospective purchasers of the Securities should consider carefully
the specific factors set forth under "Risk Factors," as well as the other
information and data included in this Prospectus.
8
<PAGE>
RISK FACTORS
Prospective purchasers of the Securities should consider carefully
all of the information set forth in this Prospectus and, in particular, should
evaluate the following risks before purchasing the Securities offered hereby.
LEVERAGE
The Company has a high degree of leverage. At March 31, 1996, the
outstanding consolidated indebtedness (excluding trade payables and accrued
liabilities) of the Company was approximately $204.2 million. At March 31,
1996 on a pro forma basis, after giving effect to the Exchange Offer and the
Barnett Public Offering and the application of the net proceeds therefrom, the
outstanding consolidated indebtedness (excluding trade payables and accrued
liabilities) of the Company would have been approximately $119.7 million. This
high degree of leverage may have important consequences to the Company,
including the following: (i) the ability of the Company to obtain additional
financing in the future for working capital, capital expenditures, debt
service requirements or other purposes may be impaired; (ii) a substantial
portion of the Company's cash flow from operations will be required to satisfy
its debt service obligations; (iii) the Company may be more highly leveraged
than its competitors, which may place it at a competitive disadvantage; and
(iv) the Company's high degree of leverage may make it more vulnerable in the
event of a downturn in its business and may limit its ability to capitalize on
business opportunities. Although the Company believes that its operating cash
flow as well as amounts available under the Restated Credit Agreement,
including any refinancing thereof, will be sufficient to fund working capital,
capital expenditures and debt service requirements for the next 12 months, the
Company's ability to satisfy its obligations will be dependent upon its future
performance, which is subject to prevailing economic conditions and financial,
business and other factors, including factors beyond the Company's control.
The Company currently believes that it must obtain a significant infusion of
funds, either through additional debt refinancing transactions or the sale of
equity and/or assets before any further significant deleveraging can occur.
The $5.7 million principal amount of Senior Subordinated Notes not exchanged
in the Exchange Offer mature in June 1999. In addition, cash interest on the
Company's Deferred Coupon Notes is payable semi-annually commencing December
1999. The Company's management's current projections indicate that there will
not be sufficient cash flow from operations to make the June 1999 $5.7 million
principal payment on the Senior Subordinated Notes not exchanged or the
December 1999 cash interest payment on the Deferred Coupon Notes. Accordingly,
the Company's management currently intends to pursue a sale of assets or other
capital raising transaction to satisfy such cash requirements. However, there
can be no assurances that the Company will be able to consummate any such sale
or capital raising transaction. There can also be no assurance that the
Company will be able to refinance the Senior Subordinated Notes, the Deferred
Coupon Notes or the Exchange Notes, respectively, at or prior to their
respective maturities. In addition, the Company is a holding company with no
operations of its own and, therefore, its ability to pay cash interest on the
Deferred Coupon Notes commencing in December 1999, and any principal payments
for the Senior Subordinated Notes not tendered in the Exchange Offer, will
require an increase in the Company's cash flow from current levels or a
substantial reduction in the Company's level of indebtedness or the completion
of other capital raising transactions, including asset sales. There can be no
assurance that such increase in cash flow or reduction in indebtedness or
other capital raising transaction will occur.
To the Company's knowledge, its high degree of leverage has not
resulted in the refusal by any of its customers, suppliers or manufacturers to
do business with the Company or in the alteration of material terms which have
had a material impact on the Company's business.
RESTRICTIONS IMPOSED BY TERMS OF INDEBTEDNESS; CONSEQUENCES OF FAILURE TO COMPLY
The terms and conditions of the instruments evidencing the Restated
Credit Agreement, as well as other indebtedness of the Company and Waxman USA
impose material restrictions that affect, among other things, the ability of
the Company and/or its subsidiaries to incur debt, pay dividends, make
acquisitions, create liens, sell assets, make certain investments and
materially change the nature or conduct of its business. The breach of any of
the foregoing
9
<PAGE>
covenants would result in a default under the applicable debt instrument
permitting the holders of indebtedness outstanding thereunder, subject to
applicable grace periods, to accelerate such indebtedness. Any such
acceleration may cause a cross-default under the instruments evidencing other
indebtedness of the Company and/or Waxman USA, and there can be no assurance
that the Company and/or Waxman USA would have sufficient funds to repay or
assets to satisfy such obligations.
CONTROL BY PRINCIPAL STOCKHOLDERS; CERTAIN ANTI-TAKEOVER EFFECTS
Approximately 18.2% (and 16.5%, assuming the exercise of all of the
Warrants) of the outstanding shares of the Company's common stock, par value
$.01 per share, and 83.4% of the outstanding shares of the Company's Class B
common stock are beneficially owned by Melvin and Armond Waxman, brothers and
the Chairmen of the Board and Co-Chief Executive Officer and President and
Co-Chief Executive Officer, respectively, of the Company (the "Principal
Stockholders"). These holdings represent 63.5% (and 61.5%, assuming the
exercise of all of the Warrants) of the outstanding voting power of the
Company. Consequently, the Principal Stockholders have sufficient voting power
to elect the entire Board of Directors of the Company and, in general, to
determine the outcome of any corporate transaction or other matter submitted
to the stockholders for approval, including any merger, consolidation, sale of
all or substantially all of the Company's assets or "going private"
transactions, and to prevent or cause a change in control of the Company. In
addition, Messrs. Melvin and Armond Waxman may have an interest in pursuing
transactions, including transactions with affiliates, that in their judgment
could enhance the value of the Company's capital stock, even though such
transactions might involve risks to the holders of the Notes. In addition,
certain provisions in the Company's Certificate of Incorporation, By-laws and
debt instruments, including the Change of Control provisions in the Indenture,
may be deemed to have the effect of discouraging a third party from pursuing a
non-negotiated takeover of the Company and preventing certain changes in
control.
DEFICIENCY OF EARNINGS TO FIXED CHARGES
For fiscal 1995, 1994, and 1993, and for the nine months ended March
31, 1996, the Company's earnings were insufficient to cover its fixed charges
by $11.7 million, $3.1 million, $15.7 million and $16.4 million, respectively.
The Company believes that the successful implementation of its business
strategy described herein will enable it to reduce or eliminate the deficiency
of earnings to fixed charges. However, there can be no assurances regarding
when such deficiencies will be reduced or eliminated or that the deficiencies
experienced in the past will not reoccur.
FOREIGN SOURCING
For fiscal 1995 products manufactured outside of the United States
accounted for approximately 27.8% of the total product purchases made by the
Company. Foreign sourcing involves a number of risks, including the
availability of letters of credit, maintenance of quality standards, work
stoppages, transportation delays and interruptions, political and economic
disruptions, foreign currency fluctuations, expropriation, nationalization,
the imposition of tariffs and import and export controls and changes in
governmental policies (including United States' policy toward the foreign
country where the products are produced), which could have an adverse effect
on the Company's business. The occurrence of certain of these factors would
delay or prevent the delivery of goods ordered by the Company's customers, and
such delay or inability to meet delivery requirements could have an adverse
effect on the Company's results of operations and on the Company's
relationships with its customers. In addition, the loss of a foreign
manufacturer could have a short-term adverse effect on the Company's business
until alternative supply arrangements were secured.
RELIANCE ON KEY CUSTOMERS
For fiscal 1995 and the nine months ended March 31, 1996, Consumer
Products' largest customer Kmart and its subsidiaries, accounted for
approximately 13.5% and 10.7%, respectively, of the Company's total net sales
and 43.6% and 39.8%, respectively, of Consumer Products' total net sales.
During the same periods, the Company's ten largest customers accounted for
approximately 24.1% and 20.3%, respectively, of the Company's total net sales.
The loss of, or a substantial decrease in, the business of one or more of the
Company's largest customers
10
<PAGE>
could have a material adverse effect on the Company's operations. In addition,
certain articles in the financial press in the past year have questioned the
financial condition of Kmart, Consumer Products' largest customer.
Furthermore, Kmart has stated that it intends to sell its Builders Square
business, which accounted for approximately 24.7% and 24.5%, respectively, of
the Consumer Products' net sales in fiscal 1995 and the nine months ended
March 31, 1996, respectively. There can be no assurance that any purchaser of
Builders Square will continue to do business with the Company or to the extent
it does continue to do business with the Company, as to the amount, terms or
conditions of any sales by such purchaser. Since the consummation of the
Barnett Public Offering, the Company and Waxman USA rely primarily on Consumer
Products for cash flow. Consumer Products' customers include D-I-Y warehouse
home centers, home improvement centers, mass merchandisers, hardware stores
and lumberyards. Consumer Products may be adversely effected by prolonged
economic downturns or significant declines in consumer spending. There can be
no assurance that any such prolonged economic downturn or significant decline
in consumer spending will not have a material adverse impact on Consumer
Products' business and its ability to generate cash flow.
PROCEEDS OF THE OFFERING
The Company will not receive any of the proceeds of this offering.
All of the proceeds of this offering will be received by the Selling Security
Holders.
ABSENCE OF PUBLIC MARKET; EFFECT OF MARKET PRICE OF BARNETT COMMON STOCK
At present, the Warrants are owned by a small number of investors and
there is no active trading market for the Warrants. If an active trading
market does not develop, purchasers of the Warrants may have difficulty
liquidating their investment and the Warrants may not be readily accepted as
collateral for loans. Accordingly, no assurances can be given as to the price
at which holders of the Warrants will be able to sell the Warrants, if at all.
The liquidity of and the market prices for the Warrants and Common
Stock can be expected to vary with changes in market and economic conditions,
the financial condition and prospects of the Company and other factors that
generally influence the market prices of securities, including fluctuations in
the market for warrants and common stock generally. In addition, the market
price of the Common stock may be affected by the market price of the Barnett
Common Stock, which may be affected by the factors enumerated in the preceding
sentence.
POSSIBLE FUTURE SALES OF SHARES BY THE SELLING SECURITY HOLDERS
Subject to the restrictions described under "Risk Factors -- Shares
Eligible for Future Sale" and applicable law, upon the effectiveness of the
Registration Statement of which this Prospectus forms a part, the Selling
Security Holders could cause the sale of any or all of the Warrants or
underlying shares of Common Stock they own. The Selling Security Holders may
determine to sell Warrants or the underlying shares of Common Stock from time
to time for any reason. Although the Company can make no prediction as to the
effect, if any, that sales of Warrants or shares of Common Stock owned by the
Selling Security Holders would have on the market price of Common Stock
prevailing from time to time, sales of substantial amounts of Warrants or
Common Stock, or the availability of such Warrants or shares of Common Stock
for sale in the public market, could adversely affect prevailing market prices
of the Common Stock.
SHARES ELIGIBLE FOR FUTURE SALE
As of May 9, 1996, there were 9,559,586 shares of Common Stock
outstanding and 2,205,138 shares of Class B Common Stock outstanding
(convertible into 2,205,138 shares of Common Stock). To the extent such shares
are not held by "affiliates" or otherwise subject to restrictions on resale,
including those imposed by Section 16(b) of the Exchange Act, the Warrants,
and upon exercise of the Warrants, the shares of Common Stock which are
issuable upon exercise of the Warrants and offered hereby are eligible for
sale in the public market. Although the Company can make no prediction as to
the effect, if any, that sales of the Warrants and shares of Common Stock
referred to above would have on the market price of the Common Stock
prevailing from time to time, sales of a substantial amount of Warrants or
Common Stock, or the availability of such Warrants or shares of Common Stock
for sale in the public market could adversely affect prevailing market prices
of the Common Stock.
11
<PAGE>
USE OF PROCEEDS
The Company will receive none of the proceeds from the sale of the
Securities by the Selling Security Holders.
If all of the 867,000 Warrants offered hereby, as well as the
remaining 133,000 1991 Private Placement Warrants, are exercised at the
exercise price of $4.60 per share, the Company would receive $4,600,000, which
would be added to the Company's working capital and used for general corporate
purposes, including repayment of debt.
12
<PAGE>
DESCRIPTION OF WARRANTS
The 1991 Private Placement Warrants, which are governed by the terms
and conditions of the Warrant Agreement, are immediately exercisable into
1,000,000 shares of Common Stock at an exercise price of $4.60 per share. The
exercise price of the 1991 Private Placement Warrants and the number of shares
of Common Stock issuable upon exercise of the 1991 Private Placement Warrants
are subject to adjustment upon the occurrence of certain events including but
not limited to, the declaration of dividends or making of a distribution on
the outstanding shares of the Company's Common Stock in shares of its Common
Stock or the subdivision or reclassification of the outstanding shares of the
Company's Common Stock into a greater or smaller number of shares. The 1991
Private Placement Warrants expire on September 1, 1996. The Company may offer
to the registered holder the option, in lieu of exercising the 1991 Private
Placement Warrants, of surrendering the 1991 Private Placement Warrants, in
whole or in part, for a cash payment equal to the product of (i) the Closing
Price (as defined in the Warrant Agreement) for a share of Common Stock on the
last business day prior to the date of surrender of the warrant certificate
less the exercise price, and (ii) the number of shares of Common Stock to
which the holder is entitled pursuant to the 1991 Private Placement Warrants
surrendered therefor.
As long as any 1991 Private Placement Warrant remains outstanding,
the Company is not permitted to (i) issue any shares of its Class B Common
Stock or options, rights, warrants or convertible or exchangeable securities
containing the right to subscribe for or purchase shares of its Class B Common
Stock; (ii) authorize, issue, grant or sell incentive stock options,
non-qualified stock options or any other option to subscribe for or purchase
shares of Common Stock if the aggregate number of shares of Common Stock which
may be purchased under all such options exceeds 2,400,000; and (iii) authorize
or grant incentive stock options, non-qualified stock options or any other
option to subscribe for or purchase any shares of any class of common stock of
the Company other than the Common Stock.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 2,000,000
shares of Preferred Stock, $.01 par value, 22,000,000 shares of Common Stock,
$.01 par value, and 6,000,000 shares of Class B Common Stock, $.01 par value.
As of May 9, 1996, no shares of Preferred Stock, 9,559,586 shares of Common
Stock and 2,205,138 shares of Class B Common Stock were issued and
outstanding.
COMMON STOCK AND CLASS B COMMON STOCK
Each share of Common Stock entitles the holder to one vote on all
matters submitted to the stockholders, including the election of directors,
and each share of Class B Common Stock entitles the holder to ten votes on all
such matters. Except as set forth below, all actions submitted to a vote of
stockholders are voted on by holders of Common Stock and Class B Common Stock
voting together as a single class. The holders of Common Stock and Class B
Common Stock vote separately as classes with respect to any amendments to the
Company's Certificate of Incorporation that alter or change the powers,
preferences or special rights of their respective classes of stock so as to
affect them adversely, and with respect to such other matters as may require
class votes under the Delaware General Corporation Law.
Dividends on the Class B Common Stock may not exceed those on the
Common Stock. Each share of Common Stock and Class B Common Stock is equal in
respect of rights to dividends and other distributions in stock or property of
the Company (including distributions upon liquidation of the Company), except
that in the case of dividends or other distributions payable on the Common
Stock and the Class B Common Stock in shares of such stock, including
distributions pursuant to split-ups or divisions of the Common Stock or the
Class B Common Stock, only Common Stock will be distributed with respect to
Common Stock and only Class B Common Stock will be distributed with respect to
Class B Common Stock. In no event will either the Common Stock or the Class B
Common Stock be split, divided or combined unless the other is split, divided
or combined equally.
13
<PAGE>
The Class B Common Stock is not transferable by a holder except to or
among such holder's spouse, certain of such holder's relatives and certain
trusts established for their benefit. The Class B Common Stock is convertible
into Common Stock on a share-for-share basis at any time.
If the number of outstanding shares of Class B Common Stock at any
time falls below 250,000 (as adjusted for any stock splits, combinations,
stock dividends or further issuances of Class B Common Stock), the outstanding
shares of Class B Common Stock will automatically be converted into shares of
Common Stock.
The Class B Common Stock may tend to have an anti-takeover effect.
Since voting control of the Company is vested primarily in the holders of the
Class B Common Stock, the issuance of the Class B Common Stock could render
more difficult, or discourage, a hostile merger proposal, a tender offer or a
proxy contest, even if such actions were favored by a majority of the holders
of Common Stock. As of May 9, 1996, Melvin Waxman and Armond Waxman
beneficially owned an aggregate of approximately 83.4% of the outstanding
Class B Common Stock and 63.5% of the aggregate outstanding voting power of
the Company.
The transfer agent and registrar for the Common Stock and Class B
Common Stock is American Stock Transfer & Trust Company, New York, New York.
PREFERRED STOCK
The Preferred Stock may be issued from time to time in one or more
series, and the Board of Directors is authorized to fix the dividend rights
and terms, any conversion rights, any voting rights, any redemption rights and
terms (including sinking fund provisions), the rights in the event of
liquidation and any other rights, preferences, privileges and restrictions of
any series of Preferred Stock, as well as the number of shares constituting
such series and the designation thereof. The Preferred Stock, if issued, will
rank senior to the Company Common Stock as to dividends and as to liquidation
preference. Holders of Preferred Stock will have no preemptive rights. The
issuance of shares of Preferred Stock could have an anti-takeover effect under
certain circumstances. The issuance of shares of Preferred Stock could enable
the Board of Directors to render more difficult or discourage an attempt to
obtain control of the Company by means of a merger, tender offer or other
business combination transaction directed at the Company by, among other
things, placing shares of Preferred Stock with investors who might align
themselves with the Board of Directors, issuing new shares to dilute stock
ownership of a person or entity seeking control of the Company or creating a
class or series of Preferred Stock with voting rights. The issuance of shares
of the Preferred Stock as an anti-takeover device might preclude stockholders
from taking advantage of a situation which they believed could be favorable to
their interests. No shares of Preferred Stock are outstanding, and the Company
has no present plans to issue any shares of Preferred Stock.
PLAN OF DISTRIBUTION
Any or all of the Securities may be sold from time to time to
purchasers directly by any of the Selling Security Holders. Alternatively, the
Selling Security Holders may from time to time offer the Securities through
underwriters, dealers or agents who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Security
Holders and/or the purchasers of Securities for whom they may act as agents.
The Selling Security Holders and any such underwriters, dealers or agents that
participate in the distribution of Securities may be deemed to be underwriters
under the Securities Act, and any profit on the sale of the Securities by them
and any discounts, commissions or concessions received by them may be deemed
to be underwriting discounts and commissions under the Securities Act. The
Securities may be sold from time to time in one or more transactions at a
fixed offering price, which may be changed, or at varying prices determined at
the time of sale or at negotiated prices.
14
<PAGE>
At the time a particular offer of Securities is made, to the extent
required, a supplement to this Prospectus will be distributed (and a
post-effective amendment to the Registration Statement of which this
Prospectus is a part will be filed) which will identify and set forth the
aggregate amount of Securities being offered and the terms of the offering,
including the name or names of any underwriters, dealers or agents, the
purchase price paid by any underwriter for Securities purchased from the
Selling Security Holders, any discounts, commissions and other items
constituting compensation from the Selling Security Holders and/or the Company
and any discounts, commissions or concessions allowed or reallowed or paid to
dealers, including the proposed selling price to the public. In addition, an
underwritten offering will require clearance by the National Association of
Securities Dealers, Inc. of the underwriter's compensation arrangements. The
Company will not receive any of the proceeds from the sale by the Selling
Security Holders of the Securities offered hereby. All of the filing fees and
other expenses of this Registration Statement will be borne in full by the
Company.
The Company entered into a registration rights agreement with the
original purchasers of the Securities to register their Securities under
applicable Federal and state securities laws at certain times. The Company
will pay substantially all of the expenses incident to the offering and sale
of the Securities to the public, other than commissions, concessions and
discounts of underwriters, dealers or agents. The registration rights
agreement provides for cross-indemnification of the Selling Security Holders
and the Company, to the extent permitted by law, for losses, claims, damages,
liabilities and expenses arising, under certain circumstances, out of any
registration of the Securities.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the Securities may not simultaneously
engage in market making activities with respect to the Securities for a period
of nine business days prior to the commencement of such distribution. In
addition and without limiting the foregoing, the Selling Security Holders will
be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including without limitation Rules 10b-2, 10b-6 and
10b-7, which provisions may limit the timing of purchases and sales of the
Securities by the Selling Security Holders.
In order to comply with certain states' securities laws, if
applicable, the Securities will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In certain states the Securities
may not be sold unless the Securities have been registered or qualified for
sale in such state, or unless an exemption from registration or qualification
is available and is obtained.
The Securities originally issued by the Company in the private
placement contained legends as to their restricted transferability. Upon the
effectiveness of the Registration Statement of which this Prospectus forms a
part, these legends will no longer be necessary. Upon the transfer by the
Selling Security Holders of any of the Securities, new certificates
representing such Securities will be issued to the transferee, free of any
such legends.
In addition to sales pursuant to the Registration Statement of which
this Prospectus forms a part, the Securities may be sold in accordance with
Rule 144 under the Securities Act.
15
<PAGE>
SELLING SECURITY HOLDERS
The following table provides certain information with respect to the
Securities beneficially owned by each Selling Security Holder. The Securities
offered by this Prospectus may be offered from time to time in whole or in
part by the persons named below or by their transferees, as to whom applicable
information will be set forth in a prospectus supplement to the extent
required.
NUMBER OF
SELLING SECURITY HOLDER WARRANTS(1)
- ----------------------- ----------
Tom Bernard & 4,000
Sally Bernard JT TEN
Cudd &Co. 90,000
Emp & Co. 20,000
French & Co. 80,000
Hare & Co. 20,000
Harvard & Co. 20,000
c/o State St. Bank & Tr. Co.
Harvard & Co. 40,000
Fidelity Summer 420,000
Street Trust:
Fidelity Capital & Income Fund
Ince & Co. 7,500
Isaco c/o IDS Financial Services, Inc. 150,000
Todd S. Kupfer 3,000
Poolside & Co. 2,500
Seaward & Co. 10,000
TOTAL 867,000
(1) Each Selling Security Holder is registering the offer and sale entire
amount of Securities set forth opposite its name above. Because the
Selling Security Holders may offer all or some part of the Securities
which they hold pursuant to this Prospectus and because this offering is
not being underwritten on a firm commitment basis, no estimate can be
given as to the amount of Securities to be offered for sale by the
Selling Security Holders nor the amount of Securities that will be held
by the Selling Security Holders upon termination of this offering. See
"Plan of Distribution". To the extent required, the specific amount of
Securities to be sold by a Selling Security Holder in connection with a
particular offer will be set forth in an accompanying Prospectus
Supplement.
16
<PAGE>
LEGAL MATTERS
The legality of the Securities offered hereby has been passed upon
for the Company by Shereff, Friedman, Hoffman & Goodman, LLP, New York, New
York.
EXPERTS
The consolidated financial statements of the Company as of June 30,
1994 and June 30, 1995 for each of the three years in the period ended June
30, 1995 appearing in the Company's Annual Report and incorporated by
reference in this Prospectus and elsewhere in this Registration Statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.
Reference is made to said report, which includes an explanatory paragraph with
respect to the change in the method of accounting for certain warehousing and
catalog costs as discussed in Note 4 to the consolidated financial statements.
17
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE HEREIN, IN CONNECTION WITH THIS OFFER AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, ANY OF THESE SECURITIES IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.
THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
TABLE OF CONTENTS
Available Information ...................................... 3
Incorporation of Certain Documents by Reference............. 3
Prospectus Summary ..........................................4
The Company ................................................ 4
Recent Developments ........................................ 6
Risk Factors .............................................. 9
Use of Proceeds ............................................11
Description of Warrants ....................................13
Description of Capital Stock ...............................13
Plan of Distribution .......................................14
Selling Security Holders ...................................16
Legal Matters ..............................................17
Experts ....................................................17
WAXMAN INDUSTRIES, INC.
867,000 COMMON STOCK
PURCHASE WARRANTS
1,000,000 SHARES OF COMMON
STOCK
-----------
PROSPECTUS
-----------
_____________, 1996
18
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following expenses incurred in connection with this Registration
Statement will be paid by the Company. The Selling Security Holders will not
bear any of such expenses.
Filing Fee -- Securities and Exchange Commission $ N/A
Accounting Fees and Expenses 5,000*
Legal Fees and Expenses 15,000*
Printing Fees and Expenses 2,500*
Miscellaneous Expenses 2,500*
---------
Total $25,000*
========
* Estimated
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation of the Company provides that each
person who is a party to or involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the
fact that he or she was a director or officer of the Company, shall be
indemnified and held harmless by the Company to the fullest extent authorized
by the Delaware General Corporation Law against all expense, liability and
loss reasonably incurred by such person in connection therewith. The
Certificate of Incorporation provides that the right to indemnification
contained therein is a contract right and includes the right to be paid by the
Company the expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that if the Delaware General
Corporation Law requires, the payment of such expenses incurred in advance of
the final disposition of a proceeding shall be made only upon delivery to the
Company of an undertaking to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified. The Company maintains directors' and officers' liability
insurance covering certain liabilities incurred by the directors and officers
of the Company in connection with the performance of their duties.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits.
EXHIBIT NUMBER EXHIBIT DESCRIPTION
4.1(1) Form of the Company's 13-3/4% Senior Subordinated Note due June 1,
1999 (Exhibit 4.2 to Annual Report on Form 10-K for the year ended
June 30, 1989, File No. 0-5888, incorporated herein by reference).
4.2(1) Securities Purchase Agreement for Notes and Warrants dated as of
September 17, 1991, among the Company and each of the Purchasers
referred to therein (Exhibit 4.4 to Annual Report on Form 10-K for
the year ended June 30, 1991, File No. 0- 5888, incorporated herein
by reference).
4.3(1) Warrant Agreement dated as of September 17, 1991, between the
Company and United States Trust Company of New York (Exhibit 4.8 to
Annual Report on Form 10-K for the year ended June 30, 1991, File
No. 0-5888, incorporated herein by reference).
II-1
<PAGE>
4.4(1) Form of the Company's Common Stock Purchase Warrant Certificate
(Exhibit 4.9 to Annual Report on Form 10-K for the year ended June
30, 1991, File No. 0-5888, incorporated herein by reference).
4.5(1) Registration Rights Agreement for Senior Notes, Warrants and Warrant
Shares dated as of September 17, 1991, among the Company and each of
the Purchasers signatory thereto (Exhibit 4.10 to Annual Report on
Form 10-K for the year ended June 30, 1991, File No. 0-5888,
incorporated herein by reference).
4.6(1) Indenture, dated as of May 20, 1994, by and between Waxman
Industries, Inc. and The Huntington National Bank, as Trustee, with
respect to the Deferred Coupon Notes (Exhibit 4.1 to Waxman
Industries, Inc.'s Form S-4 filed June 20, 1994, Registration No.
33-54209, incorporated herein by reference).
4.7(2) First Supplemental Indenture, dated January 19, 1996, by and between
Waxman Industries, Inc. and The Huntington National Bank.
5.1(1) Opinion of Benesch, Friedlander, Coplan & Aronoff regarding legality.
5.2(1) Opinion of Shereff, Friedman, Hoffman & Goodman, LLP regarding
legality (filed as Exhibit 5.1 to this Registration Statement).
8.1(1) Opinion of Benesch, Friedlander, Coplan & Aronoff as to tax matters.
10.1(1) Lease between the Company as Lessee and Aurora Investment Co. as
Lessor dated June 30, 1992 (Exhibit 10.1 to Annual Report on Form
10-K for the year ended June 30, 1992, File No. 0-5888, incorporated
herein by reference).
10.2(1) Policy Statement (revised as of June 1, 1980) regarding the
Company's Profit Incentive Plan (Exhibit 10(c)-1 to Annual Report on
Form 10-K for the year ended June 30, 1984, File No. 0-5888,
incorporated herein by reference).
10.3(1) Form of Stock Option Agreement between the Company and its Directors
(Exhibit 10.5 to Annual Report on Form 10-K for the year ended June
30, 1991, File No. 0-5888, incorporated herein by reference).
10.4(1) Employment Contract dated January 1, 1992 between the Company and
John S. Peters (Exhibit 10.6 to Annual Report on Form 10-K for the
year ended June 30, 1992, File No. 0-5888, incorporated herein by
reference).
10.5(1) 1992 Non-Qualified and Incentive Stock Option Plan of Waxman
Industries, Inc., adopted as of July 1, 1992. (Exhibit 10.7 to
Annual Report on Form 10-K for the year ended June 30, 1993, File
No. 0-5888, incorporated herein by reference).
10.6(1) Employee Stock Purchase Plan of Waxman Industries, Inc., adopted on
September 1, 1992. (Exhibit 10.8 to Annual Report on Form 10-K for
the year ended June 30, 1993, File No. 0-5888, incorporated herein
by reference).
10.7(1) Employment Agreement dated November 1, 1994 between Waxman Consumer
Products Group Inc. and Laurence Waxman (Exhibit 10.9 to Waxman
Industries, Inc.'s Amendment No. 6 to Form S-2 filed October 10,
1995, Registration No. 33-44511, incorporated herein by reference).
10.8(1) Tax Sharing Agreement dated May 20, 1994 among Waxman Industries,
Inc., Waxman USA Inc., Barnett Inc., Waxman Consumer Products Inc.,
WOC Inc. and Western American Manufacturing Inc. (Exhibit 10.6 to
Waxman Industries, Inc.'s Form S-4 filed June 20, 1994, Registration
No. 33-54209, incorporated herein by reference).
II-2
<PAGE>
10.9(1) Intercorporate Agreement dated May 20, 1994 among Waxman Industries,
Inc., Waxman USA Inc., Barnett Inc., Waxman Consumer Products Inc.,
WOC Inc. and Western American Manufacturing Inc. (Exhibit 10.7 to
Waxman Industries, Inc.'s Form S-4 filed June 20, 1994, Registration
No. 33-54209, incorporated herein by reference).
10.10(2) Intercorporate Agreement dated March 28, 1996 among Barnett Inc.,
Waxman Industries, Inc., Waxman USA Inc., Waxman Consumer Products
Group Inc., WOC Inc. and TWI, International Inc.
10.11(1) Credit Agreement dated as of May 20, 1994 among Waxman USA, Inc.,
Barnett Inc., Waxman Consumer Products Group Inc. and WOC Inc., the
Lenders and Issuers party thereto and Citicorp USA, Inc. as Agent,
and certain exhibits thereto (Exhibit 10.8 to Waxman Industries,
Inc.'s Form S-4 filed June 20, 1994, incorporated herein by
reference).
10.12(1) Term Loan Credit Agreement dated as of May 20, 1994 among Waxman
USA, Inc., Barnett Inc., Waxman Consumer Products Group Inc. and WOC
Inc., the Lenders and Issuers party thereto and Citibank, N.A., as
Agent (Exhibit 10.9 to Waxman Industries, Inc.'s Form S-4 filed June
20, 1994, incorporated herein by reference).
10.13(1) Amendment No. 2 to the Term Loan Agreement and Amendment No. 1 to
the Revolving Credit Agreement among Waxman USA, Inc., Barnett Inc.,
Waxman Consumer Products Group Inc. and WOC Inc., the Lenders and
Issuers party thereto and Citibank, N.A., as Agent. (Exhibit 10.11
to Waxman Industries, Inc.'s Amendment No. 4 on Form S-2 to Form S-1
filed October 10, 1995, Registration No. 33-54211, incorporated
herein by reference).
10.14(2) Amended and Restated Credit Agreement dated as of April 3, 1996
among Waxman USA Inc., Waxman Consumer Products Group Inc., WOC
Inc., the Lenders and Issuers party thereto and Citibank, N.A., as
agent, and certain exhibits thereto.
10.15(2) Standstill Agreement dated March 28, 1996 between Waxman Industries,
Inc. and Barnett Inc.
10.16(2) Indenture, dated as of April 3, 1996, by and between Waxman USA Inc.
and the United States Trust Company of New York, as Trustee, with
respect to the Senior Notes due 2001, including the form of Senior
Notes.
10.17(2) Registration Rights Agreement, dated as of April 3, 1996, by and
between Waxman USA Inc. and the United States Trust Company of New
York.
12.1(1) Statement re: computation of ratios (Exhibit 12.1 to Waxman
Industries, Inc.'s Form S-1, filed July 18, 1995, incorporated
herein by reference).
13.1(1) Waxman Industries, Inc.'s Annual Report on Form 10-K for its fiscal
year ended June 30, 1995 (File No. 33-5888, incorporated herein by
reference).
13.2(1) Waxman Industries, Inc.'s Quarterly Report on Form 10-Q for its
fiscal quarter-ended September 30, 1995 (File No. 33-5888,
incorporated herein by reference).
13.3(1) Waxman Industries, Inc.'s Quarterly Report on Form 10-Q for its
fiscal quarter ended December 31, 1995 (File No. 33-5888).
13.4(1) Waxman Industries, Inc.'s Quarterly Report on Form 10-Q for its
fiscal quarter ended March 31, 1996 (File No. 33-5888).
23.1 Consent of Arthur Andersen LLP.
II-3
<PAGE>
23.2(1) Consent of Benesch, Friedlander, Coplan & Aronoff (contained in its
opinion filed as Exhibit 5.1 to this Registration Statement).
23.3(1) Consent of Benesch, Friedlander, Coplan & Aronoff (contained in its
opinion filed as Exhibit 8.1 to this Registration Statement).
23.4(2) Consent of Shereff, Friedman, Hoffman & Goodman, LLP (contained in
its opinion filed as Exhibit 5.2 to this Registration Statement).
24.1(1) Power of Attorney (included in Part II of this Registration
Statement).
25.1(1) Statement of eligibility and qualification on Form T-1 of United
States Trust Company of New York, as trustee (bound separately).
Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, the
Company has not filed certain instruments with respect to long-term debt
because the total amount of securities authorized thereunder does not exceed
ten percent of the total assets of the Company and its subsidiaries on a
consolidated basis. The Company hereby agrees to furnish copies of such
agreements to the Commission upon request.
(1) Incorporated herein by reference as indicated.
(2) Filed on April 15, 1996.
(b) Financial Statement Schedules.
All schedules have been omitted because the required information
is not present or not present in amounts sufficient to require submission of
the schedule, or because the information required is included in the
consolidated financial statements including notes thereto.
ITEM 17 UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement;
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
II-4
<PAGE>
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim financial information.
D. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Waxman
Industries, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-2 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cleveland, State of Ohio on the 13th
day of May, 1996.
WAXMAN INDUSTRIES, INC.
By:/s/ Armond Waxman
---------------------------------------
Armond Waxman,
President and Co-Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
* Chairman of the Board, May 13, 1996
- ------------------------------------------ Co-Chief Executive Officer
Melvin Waxman and Director
/s/ Armond Waxman President, Co-Chief Executive May 13, 1996
- ------------------------------- Officer and Director
Armond Waxman
* Director May 13, 1996
- -------------------------------------------
William R. Pray
* Vice President-Finance, Chief Financial
- --------------------------------------- Officer (Principal Accounting Officer) and
Michael J. Vantusko Assistant Secretary May 13, 1996
* Director May 13, 1996
- ---------------------------------------
Samuel J. Krasney
* Director May 13, 1996
- ---------------------------------------
Irving Z. Friedman
* Director May 13, 1996
Judy Robins
* By:/s/ Armond Waxman
- ---------------------------------------
Armond Waxman, Attorney-in-fact
As Attorney-in-Fact
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DESCRIPTION OF EXHIBIT NUMBER
- -------------------------------------------------------------------------------
4.1(1) Form of the Company's 13-3/4% Senior Subordinated Note due June 1,
1999 (Exhibit 4.2 to Annual Report on Form 10-K for the year ended
June 30, 1989, File No. 0-5888, incorporated herein by reference).
4.2(1) Securities Purchase Agreement for Notes and Warrants dated as of
September 17, 1991, among the Company and each of the Purchasers
referred to therein (Exhibit 4.4 to Annual Report on Form 10-K for
the year ended June 30, 1991, File No. 0-5888, incorporated herein
by reference).
4.3(1) Warrant Agreement dated as of September 17, 1991, between the
Company and United States Trust Company of New York (Exhibit 4.8 to
Annual Report on Form 10-K for the year ended June 30, 1991, File
No. 0-5888, incorporated herein by reference).
4.4(1) Form of the Company's Common Stock Purchase Warrant Certificate
(Exhibit 4.9 to Annual Report on Form 10-K for the year ended June
30, 1991, File No. 0-5888, incorporated herein by reference).
4.5(1) Registration Rights Agreement for Senior Notes, Warrants and Warrant
Shares dated as of September 17, 1991, among the Company and each of
the Purchasers signatory thereto (Exhibit 4.10 to Annual Report on
Form 10-K for the year ended June 30, 1991, File No. 0-5888,
incorporated herein by reference).
4.6(1) Indenture, dated as of May 20, 1994, by and between Waxman
Industries, Inc. and The Huntington National Bank, as Trustee, with
respect to the Deferred Coupon Notes (Exhibit 4.1 to Waxman
Industries, Inc.'s Form S-4 filed June 20, 1994, Registration No.
33-54209, incorporated herein by reference).
4.7(2) First Supplemental Indenture, dated as of January 19, 1996, by and
between Waxman Industries, Inc. and The Huntington National Bank.
5.1(1) Opinion of Benesch, Friedlander, Coplan & Aronoff regarding legality.
5.2(1) Opinion of Shereff, Friedman, Hoffman & Goodman, LLP regarding
legality (filed as Exhibit 5.1 to this Registration Statement).
8.1(1) Opinion of Benesch, Friedlander, Coplan & Aronoff as to tax matters.
10.1(1) Lease between the Company as Lessee and Aurora Investment Co. as
Lessor dated June 30, 1992. (Exhibit 10.1 to Annual Report on Form
10-K for the year ended June 30, 1992, File No. 0-5888, incorporated
herein by reference).
10.2(1) Policy Statement (revised as of June 1, 1980) regarding the
Company's Profit Incentive Plan (Exhibit 10(c)-1 to Annual Report on
Form 10-K for the year ended June 30, 1984, File No. 0-5888,
incorporated herein by reference).
II-7
<PAGE>
10.3(1) Form of Stock Option Agreement between the Company and its Directors
(Exhibit 10.5 to Annual Report on Form 10-K for the year ended June
30, 1991, File No. 0-5888, incorporated herein by reference).
10.4(1) Employment Contract dated January 1, 1992 between the Company and
John S. Peters (Exhibit 10.6 to Annual Report on Form 10-K for the
year ended June 30, 1992, File No. 0-5888, incorporated herein by
reference).
10.5(1) 1992 Non-Qualified and Incentive Stock Option Plan of Waxman
Industries, Inc., adopted as of July 1, 1992. (Exhibit 10.7 to
Annual Report on Form 10-K for the year ended June 30, 1993, File
No. 0-5888, incorporated herein by reference).
10.6(1) Employee Stock Purchase Plan of Waxman Industries, Inc., adopted on
September 1, 1992. (Exhibit 10.8 to Annual Report on Form 10-K for
the year ended June 30, 1993, File No. 0-5888, incorporated herein
by reference).
10.7(1) Employment Agreement dated November 1, 1994 between Waxman Consumer
Products Group Inc. and Laurence Waxman (Exhibit 10.9 to Waxman
Industries, Inc.'s Amendment No. 6 to Form S-2 filed October 10,
1995, Registration No. 33-44511, incorporated herein by reference).
10.8(1) Tax Sharing Agreement dated May 20, 1994 among Waxman Industries,
Inc., Waxman USA Inc., Barnett Inc., Waxman Consumer Products Inc.,
WOC Inc. and Western American Manufacturing Inc. (Exhibit 10.6 to
Waxman Industries, Inc.'s Form S-4 filed June 20, 1994, Registration
No. 33-54209, incorporated herein by reference).
10.9(1) Intercorporate Agreement dated May 20, 1994 among Waxman Industries,
Inc., Waxman USA Inc., Barnett Inc., Waxman Consumer Products Inc.,
WOC Inc. and Western American Manufacturing Inc. (Exhibit 10.7 to
Waxman Industries, Inc.'s Form S-4 filed June 20, 1994, Registration
No. 33-54209, incorporated herein by reference).
10.10(2) Intercorporate Agreement dated March 28, 1996 among Barnett Inc.,
Waxman Industries, Inc., Waxman USA Inc., Waxman Consumer Products
Group Inc., WOC Inc. and TWI, International Inc.
10.11(1) Credit Agreement dated as of May 20, 1994 among Waxman USA, Inc.,
Barnett Inc., Waxman Consumer Products Group Inc. and WOC Inc., the
Lenders and Issuers party thereto and Citicorp USA, Inc. as Agent,
and certain exhibits thereto (Exhibit 10.8 to Waxman Industries,
Inc.'s Form S-4 filed June 20, 1994, incorporated herein by
reference).
10.12(1) Term Loan Credit Agreement dated as of May 20, 1994 among Waxman
USA, Inc., Barnett Inc., Waxman Consumer Products Group Inc. and WOC
Inc., the Lenders and Issuers party thereto and Citibank, N.A., as
Agent (Exhibit 10.9 to Waxman Industries, Inc.'s Form S-4 filed June
20, 1994, incorporated herein by reference).
10.13(1) Amendment No. 2 to the Term Loan Agreement and Amendment No. 1 to
the Revolving Credit Agreement among Waxman USA, Inc., Barnett Inc.,
Waxman Consumer Products Group Inc. and WOC Inc., the Lenders and
Issuers party thereto and Citibank, N.A., as Agent. (Exhibit 10.11
to Waxman Industries, Inc.'s Amendment No. 4 on Form S-2 to Form S-1
filed October 10, 1995, Registration No. 33- 54211, incorporated
herein by reference).
10.14(2) Amended and Restated Credit Agreement dated as of April 3, 1996
among Waxman USA Inc., Waxman Consumer Products Group Inc., WOC
Inc., the Lenders and Issuers party thereto and Citibank, N.A., as
agent, and certain exhibits thereto.
II-8
<PAGE>
10.15(2) Standstill Agreement dated March 28, 1996 between Waxman Industries,
Inc. and Barnett Inc.
10.16(2) Indenture, dated as of April 3, 1996, by and between Waxman USA Inc.
and the United States Trust Company of New York, as Trustee, with
respect to the Senior Notes due 2001, including the form of Senior
Notes.
10.17(2) Registration Rights Agreement, dated as of April 3, 1996, by and
between Waxman USA Inc. and the United States Trust Company of New
York.
12.1(1) Statement re: computation of ratios (Exhibit 12.1 to Waxman
Industries, Inc.'s Form S-1, filed July 18, 1995, incorporated
herein by reference).
13.1(1) Form 10-K Annual Report of the Company for the year ended June 30,
1995, File no. 0-5888 (incorporated herein by reference).
13.2(1) Waxman Industries, Inc.'s Quarterly Report on Form 10-Q for its
fiscal quarter-ended September 30, 1995 (File No. 33-5888,
incorporated herein by reference).
13.3(1) Waxman Industries, Inc.'s Quarterly Report on Form 10-Q for its
fiscal quarter ended December 31, 1995 (File No. 33-5888).
13.4(1) Waxman Industries, Inc.'s Quarterly Report on Form 10-Q for its
fiscal quarter ended March 31, 1996 (File No. 33-5888).
23.1 Consent of Arthur Andersen LLP.
23.2(1) Consent of Benesch, Friedlander, Coplan & Aronoff (contained in its
opinion filed as Exhibit 5.1 to this Registration Statement).
23.3(1) Consent of Benesch, Friedlander, Coplan & Aronoff (contained in its
opinion filed as Exhibit 8.1 to this Registration Statement).
23.4(1) Consent of Shereff, Friedman, Hoffman & Goodman, LLP (contained in
its opinion filed as Exhibit 5.2 to this Registration Statement).
24.1(1) Power of Attorney (included in Part II of this Registration
Statement).
25.1(1) Statement of eligibility and qualification on Form T-1 of United
States Trust Company of New York, as trustee (bound separately).
Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulations S-K, the
Company has not filed certain instruments with respect to long-term debt
because the total amount of securities authorized thereunder does not exceed
ten percent of the total assets of the Company and its subsidiaries on a
consolidated basis. The Company hereby agrees to furnish copies of such
agreements to the Commission upon request.
(1) Incorporated herein by reference as indicated.
(2) Filed on April 15, 1996.
II-9
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
September 26, 1995 included in Waxman Industries, Inc.'s Form 10-K for the year
ended June 30, 1995 and to all references to our Firm included in this
Registration Statement (File No. 33-44511).
Arthur Andersen LLP
Cleveland, Ohio,
May 10, 1996.
