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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1998
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)
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<S> <C>
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)
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(440) 439-1830
(REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
(TITLE OF EACH CLASS)
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COMMON STOCK, $.01 PAR VALUE
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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 average bid/ask price of such stock on the OTC Bulletin
Board on July 13, 1999: $3,065,023.
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF JULY 13, 1999:
COMMON STOCK 9,914,051
CLASS B COMMON STOCK 2,143,246
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DOCUMENTS INCORPORATED BY REFERENCE
Registrant hereby amends its Form 10-K for the fiscal year ended June
30, 1998 to incorporate by reference in Part II thereof (in addition to any
documents previously incorporated by reference) the audited financial statements
of Barnett Inc. for the fiscal year ended June 30, 1998 which are included
within Barnett Inc.'s Annual Report on Form 10-K for the fiscal year ended June
30, 1998, (SEC file number 0-21728).
PART IV
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Registrant hereby amends, at the direction of its independent public
accountants, the third paragraph of the Report of Independent Public Accountants
on the consolidated financial statements to read as follows:
"As discussed in Note 6 to the consolidated financial statements, the
BankAmerica Credit Agreement and Term Loans will expire on July 15,
1999. In addition, cash interest on the Senior Secured Deferred Coupon
Noted becomes payable in semi-annual installments beginning on December
1, 1999."
Registrant hereby amends the summary financial data table appearing in
Note 2 (Barnett Public Offerings and Extraordinary Charge) to the Consolidated
Financial Statements of Waxman Industries, Inc. and Subsidiaries for the years
ended June 30, 1998, 1997 and 1996, as set forth below:
The following table presents summary financial data for Barnett at June
30, 1998 and 1997 and for the years then ended (in thousands of dollars):
Statement of income data:
1998 1997
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Net sales $199,578 $160,068
Gross profit 67,443 54,692
Net income 14,277 12,035
Balance sheet data:
1998 1997
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Current assets $72,054 $61,271
Noncurrent assets 23,730 15,744
Current liabilities 19,623 16,404
Noncurrent liabilities - -
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SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) 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.
July 22, 1999 By: /s/ Mark W. Wester
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Mark W. Wester
Chief Financial Officer and
Vice President-Finance
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Exhibit 23.1
CONSENT OF ARTHUR ANDERSEN LLP
[Letterhead of Arthur Andersen LLP]
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, 1998, included in this Form 10-K/A,
into the Company's previously filed Form S-8 Registration Statement No.
33-57477.
/s/ Arthur Andersen LLP
Cleveland, Ohio,
July 22, 1999.
