<PAGE> 1
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): April 3, 1996
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 on page 4.
<PAGE> 2
Item 5. Other Events.
-------------
On April 3, 1996, Waxman Industries, Inc. (the "Company") issued a
press release announcing that Waxman USA Inc., a wholly-owned subsidiary of the
Company, consummated the previously announced offer to exchange the Company's
outstanding 13 3/4% Senior Subordinated Notes due June 1, 1999 for a like
amount of 11 1/8% Senior Notes due September 1, 2001 of Waxman USA and that the
initial public offering of Barnett Inc. was also consummated.
The press release with respect to the foregoing announcement is
attached as an exhibit hereto and is incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
---------------------------------
(c) Exhibits
99. Press release issued by Waxman Industries, Inc. on April 3, 1996.
2
<PAGE> 3
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/ Michael J. Vantusko
Name: Michael J. Vantusko
Title: Chief Financial Officer
Date: April 12, 1996
3
<PAGE> 4
Waxman Industries, Inc.
Current Report on Form 8-K
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Page
- ----------- ----
<S> <C>
(99) Press release issued by Waxman Industries, Inc. on
April 3, 1996
</TABLE>
4
<PAGE> 1
WAXMAN NYSE: WAX
[WAXMAN INDUSTRIES, INC. LOGO] N E W S R E L E A S E
FOR ADDITIONAL INFORMATION, CONTACT:
AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD, INC.:
--------------- ---------------------------------------
ARMOND WAXMAN, CO-CHAIRMAN KATHLEEN M. BRUNSON
216-439-1830 312-266-7800 (CHICAGO)
MICHAEL J. VANTUSKO, V.P. FINANCE REGINA K. RYAN
216-439-1830 212-661-8030 (NEW YORK)
EXCHANGE OFFER AND BARNETT IPO COMPLETED
-----------------------------------------
Bedford Heights, Ohio -- April 3, 1996 -- Waxman Industries, Inc.,
(NYSE:WAX) and its subsidiary Waxman USA Inc. reported today that the
previously announced offer to exchange $48.75 million principal amount of
Waxman USA's 11-1/8% Senior Notes due 2001 for a like amount of Waxman
Industries 13-3/4% Senior Subordinated Notes due 1999 has been consummated and
that $43.03 million or 88.2% of the outstanding principal amount of Senior
Subordinated Notes has been exchanged thereunder. In addition, the initial
public offering of Barnett Inc. (NNM:BNTT) was also consummated, resulting in
aggregate net proceeds to Barnett and Waxman USA of $93.4 million, which
includes the exercise in full of the underwriter's over-allotment option. The
net proceeds will be used primarily to repay indebtedness. Waxman Industries
now owns 44.9% of the outstanding Barnett common stock and, through an
ownership of preferred stock of Barnett, controls a combined 54.0% economic
equity interest in Barnett.
WAXMAN INDUSTRIES, INC. 24460 AURORA ROAD BEDFORD HEIGHTS, OHIO 44146
<PAGE> 2
Waxman's Co-Chief Executive Officer, Armond Waxman stated, "The
consummation of the Barnett public offering and the Exchange Offer have allowed
us to significantly reduce indebtedness and position Barnett as an independent
public company thereby creating value throughout Waxman's entire capital
structure."
The Waxman USA 11-1/8% Senior Notes due 2001 were not registered
under the Securities Act of 1933, as amended, and may not be offered or sold in
the United States absent registration or an applicable exemption from such
registration requirements.
Waxman Industries, Inc. is a leading supplier to the repair and
remodeling market in the United States. Through its wholly-owned subsidiaries,
the Company, together with Barnett Inc., market and distribute a broad range of
plumbing, electrical and hardware products to over 50,000 customers in the
United States.
