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OMB APPROVAL
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OMB Number: 3235-0145
Expires: August 31,1999
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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. 7 ) *
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Waxman Industries Inc.
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(Name of Issuer)
Common
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(Title of Class of Securities)
94412410
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(CUSIP Number)
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
/X/ Rule 13d-1 (b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
* 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 prior 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).
Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a currently valid OMB control number.
SEC 1745 (3-98) Page 1 of 3 pages
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CUSIP No. 94412410
1. Names of Reporting Persons. WEISS, PECK & GREER, L.L.C.
I.R.S. Identification Nos. of above persons
(entities only). 13-2649199
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /x/
3. SEC Use Only
4. Citizenship or Place of Organization DELAWARE
Number of 5. Sole Voting Power 0
Shares Bene-
ficially owned 6. Shared Voting Power 0
by Each
Reporting 7. Sole Dispositive Power 0
Person With:
8. Shared Dispositive Power 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person 0
10. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) /X/
11. Percent of Class Represented by Amount in Row (11) 0
12. Type of Reporting Person (See Instructions)
BD, IA
Page 2 of 3 pages
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Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following /X/.
Instruction: Dissolution of a group requires a response to this item.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 20, 1999
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Date
/s/ Richard S. Pollack
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Signature
Richard S. Pollack, General Counsel
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
Page 3 of 3 pages
