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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
WAXMAN INDUSTRIES, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
94412410
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /.
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 94412410 SCHEDULE 13G Page 2 of 5 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WEISS, PECK & GREER, L.L.C.
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization
DELAWARE
5. Sole Voting Power
-0-
Number of Shares
6. Shared Voting Power
Beneficially 1,463,000
Owned by Each
7. Sole Dispositive Power
Reporting Person -0-
With
8. Shared Dispositive Power
1,463,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,463,000
10. Check Box if the Aggregate Amount in Row (9)
Excludes Certain Shares* /X/
11. Percent of Class Represented by Amount in Row 9
12.35
12. Type of Reporting Person*
BD,IA,PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 94412410 SCHEDULE 13G Page 3 of 5 Pages
Item 1(a). Name of Issuer: Waxman Industries, Inc.
Item 1(b). Address of Issuer's Principal Executive Office:
24460 Aurora Road
Bedford Heights, OH 44146
Item 2(a). Name of Person Filing: Weiss, Peck & Greer, L.L.C. ("WPG")
Item 2(b). Address of Principal Business Office, or if None, Residence:
One New York Plaza
New York, NY 10004
Item 2(c). Citizenship: WPG is a limited liability company, organized
under the laws of the State of Delaware
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP Number: 94412410
Item 3. If this statement is Filed Pursuant to Rules 13d-1(b) or
13d-2(b), Check Whether the Person Filing is a:
(a) ( X ) Broker or Dealer registered under Section 15
of the Securities Exchange Act of 1934 (the
"Act")
(b) ( ) Bank as defined in Section 3(a)(6) of the Act
(c) ( ) Insurance Company as defined in Section
3(a)(19) of the Act
(d) ( ) Investment Company registered under Section 8
of the Investment Company Act of 1940
(e) ( X ) Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see Sec. 240.13d-1(b)(1)(ii)(F)
(g) ( ) Parent Holding Company, in accordance with
Sec. 240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) ( ) Group, in accordance with paragraph
240.13d-1(b)(1)(ii)(H)
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CUSIP No. 94412410 SCHEDULE 13G Page 4 of 5 Pages
Item 4. Ownership:
(a) Amount Beneficially Owned: 1,463,000 as of December
31, 1996.
(b) Percent of Class: 12.35% (based on the 11,850,000
shares of common stock reported to be outstanding
in the Form 10-Q filed for the period ending
December 31, 1996).
(c) Number of shares as to which such person has:
(i) sole power to vote: -0-
(ii) shared power to vote or to direct the
vote: 1,463,000
(iii) sole power to dispose or to direct the
disposition of: -0-
(iv) shared power to dispose or to direct the
disposition of: 1,463,000
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person:
This Statement on Schedule 13G ("Schedule 13G") is filed by WPG, a Delaware
limited liability company which is registered as a broker-dealer under Section
15 of the Act, and as an investment adviser under Section 203 of the Investment
Advisers Act of 1940, as amended.
This Schedule 13G is being filed with respect to 1,463,000 shares of common
stock of Waxman Industries Inc. (the "Common Stock") held by WPG at December 31,
1996 for the discretionary accounts of certain clients. By reason of Rule 13d-3
under the Act, WPG may be deemed to be a "beneficial owner" of such Common
Stock. WPG expressly disclaims beneficial ownership of the Common Stock. Each
client has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, such Common Stock purchased for his
account. To the knowledge of WPG, no person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
such Common Stock which represents more than 5% of the outstanding shares of the
Common Stock referred to in Item 4(b) hereof.
This Schedule 13G is not being filed with respect to the shares of Common Stock
which may be owned by principals of WPG, or by their respective spouses, or as
custodian or trustee for their respective family members or by their respective
family foundations,
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CUSIP No. 94412410 SCHEDULE 13G Page 5 of 5 Pages
since WPG does not possess or share voting or investment power with respect to
such Common Stock. Each of such principals disclaims, pursuant to Rule 13d-4,
that he or she is the beneficial owner, within the meaning of Rule 13d-3, of the
shares of Common Stock owned by the various parties referred to in this Schedule
13G, other than such shares as the respective principal owns of record.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
Not applicable.
Item 9. Notice of Dissolution of the Group:
Not applicable.
Item 10. Certification:
By signing below, Richard S. Pollack, General Counsel of WPG, certifies that, to
the best of his knowledge and belief, securities referred to above as being held
or owned beneficially by WPG were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: January 31, 1997
WEISS, PECK & GREER, L.L.C.
By: ------------------------
Richard S. Pollack
General Counsel
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
