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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-5888
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WAXMAN INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 34-0899894
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
24460 AURORA ROAD, 44146
BEDFORD HEIGHTS, OHIO (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(216) 439-1830
(REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
(NAME OF EACH EXCHANGE
(TITLE OF EACH CLASS) ON WHICH REGISTERED)
- ------------------------------ -----------------------
Common Stock, $.01 par value New York Stock Exchange
Chicago Stock Exchange
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past ninety (90) days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Aggregate market value of voting stock held by non-affiliates of the
registrant based on the closing price at which such stock was sold on the New
York Stock Exchange on October 11, 1996: $26,907,849
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF OCTOBER 11, 1996:
COMMON STOCK 9,700,453
CLASS B COMMON STOCK 2,153,196
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The Annual Report on Form 10-K for the fiscal year ended June 30, 1996
(File Number 001-10273) of Waxman Industries, Inc. (the "Company") is hereby
amended by deleting therefrom Footnote 1 to the Selected Financial Information
and Note 13 to the Consolidated Financial Statements included therein in its
entirety and substituting therefor, respectively, the following Footnote 1 to
the Selected Financial Information and Note 13 to the Consolidated Financial
Statements to reflect the addition of certain information.
(1) During fiscal 1996, the Company identified an intercompany inventory
reconciling item between Consumer Products and WAMI and has restated prior
year financial statements to reflect the correction of this item. The effect
of this restatement was as follows:
<TABLE>
<CAPTION>
AS PREVIOUSLY AS
REPORTED RESTATED
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<S> <C> <C>
Stockholders' Equity:
At June 30, 1991............................. $ 38,066 $ 37,866
At June 30, 1992............................. 40,827 40,427
At June 30, 1993............................. 7,496 6,196
At June 30, 1994............................. (37,709) (40,009)
At June 30, 1995............................. (60,397) (62,697)
Operating Income:
Fiscal 1991.................................. $ 14,667 $ 14,467
Fiscal 1992.................................. 14,899 14,699
Fiscal 1993.................................. 4,691 3,791
Fiscal 1994.................................. 18,213 17,213
Income (loss) from continuing operations
before minority interest, discontinued
operations, extraordinary loss and cumulative
effect of change in accounting:
Fiscal 1991.................................. $ (2,115) $ (2,315)
Fiscal 1992.................................. (4,358) (4,558)
Fiscal 1993.................................. (15,890) (16,790)
Fiscal 1994.................................. (3,472) (4,472)
Net income (loss):
Fiscal 1991.................................. $ 2,228 $ 2,028
Fiscal 1992.................................. (4,398) (4,598)
Fiscal 1993.................................. (29,240) (30,140)
Fiscal 1994.................................. (51,888) (52,888)
Earnings per Share (Primary and Fully
Diluted):
Income (loss) from continuing operations
before minority interest, discontinued
operations, extraordinary loss and
cumulative effect of change in accounting:
Fiscal 1991.................................. $ (0.22) $ (0.24)
Fiscal 1992.................................. (0.44) (0.46)
Fiscal 1993.................................. (1.37) (1.44)
Fiscal 1994.................................. (0.30) (0.39)
Net Income (loss):
Fiscal 1991.................................. $0.23 $0.21
Fiscal 1992.................................. (0.45) (0.47)
Fiscal 1993.................................. (2.51) (2.58)
Fiscal 1994.................................. (4.44) (4.53)
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<FN>
Corresponding changes have been made to the consolidated balance sheets to
reduce inventories.
</TABLE>
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13. RESTATEMENT OF PRIOR YEAR FINANCIAL STATEMENTS
During 1996, the Company identified an intercompany inventory reconciling
item between Consumer Products and WAMI and has restated prior year financial
statements to reflect the correction of this item.
The effect of this restatement was as follows:
<TABLE>
<CAPTION>
AS PREVIOUSLY
REPORTED AS RESTATED
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<S> <C> <C>
Total Stockholders Equity:
At June 30, 1992............................................ $ 40,827 $ 40,427
At June 30, 1993............................................ 7,496 6,196
At June 30, 1994............................................ (37,709) (40,009)
At June 30, 1995............................................ (60,397) (62,697)
Operating Income:
Fiscal 1992................................................. $ 14,899 $ 14,699
Fiscal 1993................................................. 4,691 3,791
Fiscal 1994................................................. 18,213 17,213
Income (loss) from continuing operations before minority
interest, discontinued operations, extraordinary loss and
cumulative effect of change in accounting:
Fiscal 1992................................................. $ (4,358) $ (4,558)
Fiscal 1993................................................. (15,890) (16,790)
Fiscal 1994................................................. (3,472) (4,472)
Net income (loss):
Fiscal 1992................................................. $ (4,398) $ (4,598)
Fiscal 1993................................................. (29,240) (30,140)
Fiscal 1994................................................. (51,888) (52,888)
Earnings per Share (Primary and Fully Diluted):
Income (loss) from continuing operations before minority
interest, discontinued operations, extraordinary loss and
cumulative effect of change in accounting:
Fiscal 1992................................................. $ (0.44) $ (0.46)
Fiscal 1993................................................. (1.37) (1.44)
Fiscal 1994................................................. (0.30) (0.39)
Net Income (loss):
Fiscal 1992................................................. $(0.45) $(0.47)
Fiscal 1993................................................. (2.51) (2.58)
Fiscal 1994................................................. (4.44) (4.53)
</TABLE>
Corresponding changes have been made to the consolidated balance sheets to
reduce inventories.
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EXHIBITS
<TABLE>
<S> <C>
3.1* Certificate of Incorporation of the Company dated October 27, 1989 (Exhibit 3(a) to
the Company's Form S-8 filed December 4, 1989, File No. 0-5888, incorporated herein
by reference).
3.2* By-laws of the Company. (Exhibit 3.2 to Annual Report on Form 10-K for the year
ended June 30, 1990, File No. 0-5888, incorporated herein by reference.)
4.1* Indenture dated as of June 1, 1989 (the "Ameritrust Indenture") between the Company
and Ameritrust Company National Association (Exhibit 4.1 to Annual Report on Form
10-K for the year ended June 30, 1989, File No. 0-5888, incorporated herein by
reference).
4.2* 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).
4.3* First Supplemental Indenture to the Ameritrust Indenture dated November 29, 1989.
(Exhibit 4.2 to Annual Report on Form 10-K for the year ended June 30, 1990, File
No. 0-5888, incorporated herein by reference.)
4.4* Second Supplemental Indenture to the Ameritrust Indenture dated November 23, 1993
(Exhibit 4.3 to Waxman Industries, Inc.'s Form S-2 filed July 8, 1994, incorporated
herein by reference).
4.5* Third Supplemental Indenture to the Ameritrust Indenture dated May 20, 1994 (Exhibit
4.4 to Waxman Industries, Inc.'s Form S-2 filed July 8, 1994 incorporated herein by
reference).
4.6* 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,
including the form of Deferred Coupon Notes (Exhibit 4.1 to Waxman Industries,
Inc.'s Form S-4 filed June 20, 1994, incorporated herein by reference).
4.7* Warrant Agreement, dated as of May 20, 1994, by and between Waxman Industries, Inc.
and The Huntington National Bank, as Warrant Agent (Exhibit 4.2 to Waxman
Industries, Inc.'s Form S-4 filed June 20, 1994, incorporated herein by reference).
4.8* Warrant Certificate (Exhibit 4.3 to Waxman Industries, Inc.'s Form S-4 filed June
20, 1994, incorporated herein by reference).
4.9* 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).
4.10* Indenture dated as of September 1, 1991, (the "U.S. Trust Indenture") between the
Company and United States Trust Company of New York. (Exhibit 4.5 to Annual Report
on Form 10-K for the year ended June 30, 1991, File No. 0-5888, incorporated herein
by reference).
4.11* Form of the Company's Floating Rate Senior Secured Notes due September 1, 1998.
(Exhibit 4.6 to Annual Report on Form 10-K for the year ended June 30, 1991, File
No. 0-5888, incorporated herein by reference).
4.12* Form of the Company's 12.25% Fixed Rate Senior Secured Notes due September 1, 1998.
(Exhibit 4.7 to Annual Report on Form 10-K for the year ended June 30, 1991, File
No. 0-5888, incorporated herein by reference).
4.13* First Supplemental Indenture to the U.S. Trust Indenture dated November 15, 1993
(Exhibit 4.8 to Waxman Industries, Inc.'s Form S-2 filed July 8, 1994, incorporated
herein by reference).
4.14* Second Supplemental Indenture to the U.S. Trust Indenture dated March 25, 1994
(Exhibit 4.9 to Waxman Industries, Inc.'s Form S-2 filed July 8, 1994, incorporated
herein by reference).
4.15* Third Supplemental Indenture to the U.S. Trust Indenture dated May 20, 1994 (Exhibit
4.10 to Waxman Industries, Inc's Form S-2 filed July 8, 1994, incorporated herein by
reference).
</TABLE>
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<TABLE>
<S> <C>
4.16* 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).
4.17* 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).
4.18* 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).
4.19* Pledge Agreement dated as of September 17, 1991, among the Company, United States
Trust Company of New York and each of the Purchasers signatory thereto. (Exhibit
4.11 to Annual Report on Form 10-K for the year ended June 30, 1991, File No.
0-5888, incorporated herein by reference).
4.20* Operating Credit Agreement dated as of April 20, 1989 between Bank of Montreal and
Waxman Acquisition, Inc. (Exhibit 10.9 to Annual Report on Form 10-K for the year
ended June 30, 1989, File No. 0-5888, incorporated herein by reference).
4.21* Amending Agreement of Operating Credit Agreement dated as of July 1, 1990 between
Bank of Montreal and Ideal Plumbing Group Inc. (Exhibit 4.10 to Annual Report on
Form 10-K for the year ended June 30, 1990, File No. 0-5888, incorporated herein by
reference).
4.22* Amended and Restated Operating Credit Agreement dated as of July 22, 1991 between
Bank of Montreal and Ideal Plumbing Group Inc. (Exhibit 4.15 to Annual Report on
Form 10-K for the year ended June 30, 1991, File No. 0-5888, incorporated herein by
reference).
4.23* Amended and Restated Credit Agreement dated as of April 1, 1993 between Waxman
Industries, Inc. and the Banks Named Therein and National City Bank as Agent
(Exhibit 4.15 to Annual Report on Form 10-K for the year ended June 30, 1993, File
No. 0-5888, incorporated herein by reference).
4.24* Amendment dated as of October 1, 1993 to Amended and Restated Credit Agreement dated
as of April 1, 1993 between Waxman Industries, Inc. and the Banks Named Therein and
National City Bank as Agent (Exhibit 4.16 to Annual Report on Form 10-K for the year
ended June 30, 1993, File No. 0-5888, incorporated herein by reference).
4.25* 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).
4.26* 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.).
4.27* First Supplemental Indenture dated as of January 19, 1996 by and between Waxman
Industries, Inc. and The Huntington National Bank, as Trustee (Exhibit 4.2 to Waxman
Industries, Inc.'s Amendment No. 8 to Registration Statement on Form S-2 filed April
15, 1996 Registration No. 33-54211, incorporated herein by reference).
4.28* 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 11 1/8% Senior
Notes due 2001 of Waxman USA Inc., including the form of Senior Notes (Exhibit 10.14
to Waxman Industries, Inc.'s Amendment No. 8 to Registration Statement on Form S-2
filed April 15, 1996, Registration No. 33- 54211, incorporated herein by reference).
</TABLE>
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<TABLE>
<S> <C>
4.29* Registration Rights Agreement dated as of April 3, 1996 by and between Waxman USA
Inc. and the United States Trust Company of New York (Exhibit 10.15 to Waxman
Industries, Inc.'s Amendment No. 8 to Registration Statement on Form S-2 filed April
15, 1996, Registration No. 33-54211, incorporated herein by reference).
4.30* Amended and Restate Credit Agreement dated as of April 3, 1996 among Waxman USA
Inc., Waxman Consumer Products Group Inc. and WOC Inc., the Lenders and Issuers
party thereto and Citibank, N.A., as Agent (Exhibit 10.12 to Waxman Industries,
Inc.'s Amendment No. 8 to Registration Statement on Form S-2 filed April 15, 1996,
Registration No. 33-54211, incorporated herein by reference).
4.31* 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 to Registration
Statement on Form S-2 filed October 10, 1995, Registration No. 33-54211,
incorporated herein by reference).
4.32* Standstill Agreement dated March 28, 1996 between Waxman Industries, Inc. and
Barnett Inc. (Exhibit No. 10.13 to Waxman Industries, Inc.'s Amendment No. 8 to
Registration Statement on Form S-2 filed April 15, 1996, Registration No. 33-54211,
incorporated by reference).
4.33* Loan and Security Agreement dated as of June 28, 1996 among the Financial
Institutions named therein and BankAmerica Business Credit, Inc., as the Agent,
Waxman Consumer Products Group Inc. and WOC Inc., including certain exhibits thereto
(Exhibit No. 4.33 to Annual Report on Form 10-K for the year ended June 30, 1996,
File No. 001-10273, incorporated herein by reference).
10.1* 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* 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* Employment Contract dated June 18, 1990 between the Company and William R. Pray.
(Exhibit 10.4 to Annual Report on Form 10-K for the year ended June 30, 1991, File
No. 0-5888, incorporated herein by reference).
10.4* 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).
10.5* 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).
10.6* Tax Sharing Agreement dated May 20, 1994 among Waxman Industries, Waxman USA,
Barnett Inc., Waxman Consumer Products Group, Inc., WOC Inc. and Western American
Manufacturing, Inc. (Exhibit 10.6 to Waxman Industries, Inc.'s Form S-4 filed June
20, 1994, incorporated herein by reference).
10.7* 1992 Non-Qualified and Incentive Stock Option Plan of Waxman Industries, Inc.,
adopted as of July 1, 1992 (Exhibit 10.7 to Annual Report of Form 10-K for the year
ended June 30, 1993, File No. 0- 5888, incorporated herein by reference).
10.8* Intercorporate Agreement dated May 20, 1994 among Waxman Industries, Waxman USA,
Barnett Inc., Waxman Consumer Products Group Inc., WOC Inc. and Western American
Manufacturing, Inc. (Exhibit 10.7 to Waxman Industries, Inc.'s Form S-4).
</TABLE>
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<TABLE>
<S> <C>
10.9* Employee Stock Purchase Plan of Waxman Industries, Inc., adopted on September 1,
1992 (Exhibit 10.8 to Annual Report on Form10-K for the year ended June 30, 1993,
File No. 0-5888, incorporated herein by reference).
10.10* Employment Agreement dated November 1, 1994 between Waxman Consumer Products Group
Inc. and Laurence Waxman (Exhibit 10.5 to Waxman Industries, Inc.'s Amendment No. 4
to Registration Statement on Form S-2 filed October 10, 1995, Registration No.
33-54211, incorporated herein by reference).
10.11* Intercorporate Agreement dated March 28, 1996 among Waxman Industries, Inc., Waxman
USA Inc., Barnett Inc., Waxman Consumer Products Group Inc., WOC Inc. and TWI,
International, Inc. (Exhibit 10.8 to Waxman Industries, Inc.'s Amendment No. 8 to
Registration Statement on Form S-2 filed April 15, 1996, Registration No. 33-54211,
incorporated herein by reference).
18.1* Letter Regarding Change in Accounting Principles (Exhibit 18.1 to Annual Report on
Form 10-K for the year ended June 30, 1993, File No. 0-5888, incorporated herein by
reference).
18.2* Letter Regarding Change in Accounting Principles (Exhibit 18.2 to Annual Report on
Form 10-K for the year ended June 30, 1996, File No. 001-10273, incorporated herein
by reference).
21.1* Subsidiaries. (Exhibit 21.1 to Waxman Industries, Inc.'s Form S-4 filed June 20,
1994, incorporated herein by reference).
23.1* Consent of Arthur Andersen LLP (Exhibit 23.1 to Annual Report on Form 10-K for the
year ended June 30, 1996. File No. 001-10273, incorporated herein by reference).
23.2 Consent of Arthur Andersen LLP.
27.1* Financial Data Schedule (Exhibit 27.1 to Annual Report on Form 10-K for the year
ended June 30, 1996, File No. 001-10273, incorporated herein by reference).
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<FN>
* Incorporated herein by reference as indicated.
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
October 28, 1996
Waxman Industries, Inc.
By: /s/ Michael J. Vantusko
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Chief Financial Officer
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Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report on the Consolidated Financial Statements of Waxman Industries, Inc.
and Subsidiaries for the year ended June 30, 1996, included in this
Form 10-K, into the Company's previously filed Form S-8 Registration Statement
No. 33-57477.
/s/ ARTHUR ANDERSEN LLP
Cleveland, Ohio,
October 28, 1996.
