<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2000
-------------
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
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,
BEDFORD HEIGHTS, OHIO 44146
--------------------- -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(440) 439-1830
--------------
(REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.01 par value
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
Over-The-Counter Bulletin Board on August 21, 2000: $2,058,776
Number of shares of Common Stock outstanding as of August 21, 2000:
Common Stock 9,976,112
Class B Common Stock 2,142,358
<PAGE> 2
The Annual Report on Form 10-K for the fiscal year ended June 30, 2000
(File Number 0-5888) of Waxman Industries, Inc. (the "Company") is hereby
amended by deleting Part III therefrom in its entirety and inserting the
following Part III in its stead.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The authorized number of directors of the Company is currently six. Set
forth below is certain information with respect to the directors. Armond and
Melvin Waxman are brothers, Judy Robins is their sister and Laurence Waxman is
Melvin Waxman's son. Certain information relating to the executive officers of
the Company is included in Part 1, Item 4A.
<TABLE>
<CAPTION>
NAME, AGE AND OTHER BUSINESS EXPERIENCE
POSITIONS WITH THE COMPANY
-------------------------------------- -----------------------------------------------------------------------------------
<S> <C>
Melvin Waxman, 66 Mr. Melvin Waxman has been a Chief Executive Officer of the Company for over 20
Chairman of the Board and years, a director of the Company since 1962 and Chairman of the Board of the
Co-Chief Executive Officer Company since August 1976 (Co-Chairman from June 1995 to April 1996). Mr. Waxman
was the Chairman of the Board of Barnett Inc. ("Barnett") until the Company sold
its Barnett stock on September 27, 2000.
Armond Waxman, 61 Mr. Armond Waxman has been the President and Treasurer of the Company since
President, Co-Chief Executive August 1976 and Co-Chief Executive Officer since June 1995. Mr. Waxman has been a
Officer and Director director of the Company since 1962. Mr. Waxman was the Vice-Chairman of the Board
of Barnett until the Company sold its Barnett stock on September 27, 2000.
Laurence S. Waxman, 43 Mr. Laurence Waxman was elected Senior Vice President of the Company in November
Senior Vice President and 1993 and is also President of Waxman Consumer Products Group, Inc. ("Consumer
Director Products"), a wholly-owned subsidiary of the Company, a position he has held
since 1988. Mr. Waxman joined the Company in 1981. Mr. Waxman was appointed to
the board of directors of the Company in July 1996.
John S. Peters, 52 Mr. Peters is the Chairman and Chief Executive Officer of Handl-it, Inc., a
Director logistics, distribution services and packaging business Mr. Peters founded in
1992. Mr. Peters was the Senior Vice President - Operations of the Company from
1988 until September 1997 and served the Company in other executive capacities
since October 1974. Mr. Peters resigned as a full time employee in September 1997
due to the growth of Handl-it, but has provided certain consulting services to
the Company since that date. Mr. Peters was elected as a director in March 2000.
Irving Z. Friedman, 68 Mr. Friedman is a certified public accountant and partner with the firm of Krasney
Director Polk Friedman & Fishman for more than the past five years and, since July 1997, a
shareholder and Treasurer of Furniture Services Industry, Inc., a company that
provides fabric and leather protection products to the furniture industry. Mr.
Friedman has been a director of the Company since 1989.
</TABLE>
1
<PAGE> 3
<TABLE>
<S> <C>
Judy Robins, 51 Mrs. Robins has been a director of the Company since 1980. Mrs. Robins has owned
Director and operated an interior design business for more than the past five years. Mrs.
Robins is the sister of Messrs. Melvin and Armond Waxman and the wife of the
Secretary of the Company.
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company is required to identify any officer, director or beneficial
owner of more than 10% of the Company's equity securities who failed to timely
file with the Securities and Exchange Commission a required report relating to
ownership and changes in ownership of the Company's equity securities. Based on
material provided to the Company by such officers, directors and beneficial
owners or more than 10% of the Company's equity securities, the Company believes
that during the fiscal year ended June 30, 2000, there was compliance with all
such filing requirements.
INFORMATION RELATING TO THE BOARD OF DIRECTORS AND CERTAIN COMMITTEES OF THE
BOARD
The Board of Directors held four meetings during the fiscal year ended
June 30, 2000 and on numerous occasions took action by unanimous written
consent. The Company has an Executive Committee, Audit Committee, Compensation
Committee and Stock Option Committee. Messrs. Melvin and Armond Waxman and Mr.
Irving Friedman serve on the Executive Committee, and Mr. Friedman and Mrs.
Robins serve on the Audit Committee, the Stock Option Committee and on the
Compensation Committee. The Company does not have a nominating committee.
AUDIT COMMITTEE
The Audit Committee acts as a liaison between the Company's independent
auditors and the Board of Directors, reviews the scope of the annual audit and
the management letter associated therewith, reviews the Company's annual and
quarterly financial statements and reviews the sufficiency of the Company's
internal accounting controls. The Audit Committee held one meeting during fiscal
2000.
COMPENSATION COMMITTEE
The Compensation Committee determines the salaries and bonuses of
Messrs. Melvin and Armond Waxman (members of the Board of Directors who are also
officers of the Company). The Compensation Committee held no formal meetings
during fiscal 2000.
STOCK OPTION COMMITTEE
The Stock Option Committee administers both the 1992 Stock Option Plan
and the Employee Stock Purchase Plan of the Company. Although the Stock Option
Committee held no meetings during fiscal 2000, it took one action by unanimous
written consent during the year.
2
<PAGE> 4
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid for services
rendered during fiscal 2000 to the Co-Chief Executive Officers and the two other
most highly compensated executive officers of the Company:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION (1) LONG-TERM COMPENSATION
----------------------- ----------------------
SECURITIES ALL OTHER
NAME AND PRINCIPAL UNDERLYING COMPENSATION
POSITION YEAR SALARY ($) BONUS ($) (2) OPTIONS/SAR (#) ($) (3)
-------- ---- ---------- ------------- --------------- ------------
<S> <C> <C> <C> <C> <C>
Melvin Waxman 2000 328,366 -- -- 110,921
Chairman of the Board and 1999 331,495 1,825,000 -- 107,387
Co-Chief Executive Officer 1998 300,000 250,000 -- 107,500
Armond Waxman 2000 350,000 -- -- 175,303
President and 1999 350,000 2,250,000 -- 163,248
Co-Chief Executive Officer 1998 350,000 392,000 -- 172,033
Laurence S. Waxman 2000 200,000 -- -- 44,621
Senior Vice President 1999 200,000 365,000 -- 28,297
1998 201,510 50,000 42,500 24,559
Mark W. Wester 2000 133,000 -- -- 5,310
Vice President--Finance and 1999 132,134 130,000 -- 966
Chief Financial Officer 1998 117,423 27,500 15,000 801
<FN>
(1) Certain executive officers received compensation in fiscal 1998, 1999 and
2000 in the form of perquisites, the amount of which does not exceed
reporting thresholds.
(2) The executive officers named in the Summary Compensation Table received
their bonuses under the Company's Profit Incentive Plan. Messrs. Armond and
Melvin Waxman received their bonuses at the discretion of the Board of
Directors. Included in the fiscal 1999 bonus amounts is compensation
received on the sale of U.S. Lock of $1,575,000, $1,900,000, $300,000 and
$50,000 for Messrs. Melvin Waxman, Armond Waxman, Larry Waxman and Mark
Wester, respectively. Mr. Armond Waxman also received a discretionary bonus
during fiscal 1998 equal to $142,000.
(3) Unless otherwise noted, amounts principally represent premiums on
split-dollar life insurance policies, other insurances and the cost of
providing an auto to certain executives.
</TABLE>
DIRECTOR REMUNERATION
Each director who is not an employee of the Company received a fee of
$3,000 per fiscal quarter for services as a director during fiscal 2000 plus a
fee of $1,000 plus traveling expenses for each board meeting he or she attended.
Mr. Peters, due to his consultative role with the Company, has agreed to a
reduced quarterly director fee of $2,000, and has elected to not receive any
reimbursement for traveling expenses. In addition, each director who is not an
employee of the Company is automatically granted 5,000 shares of restricted
Common Stock for each five full years of service such director served on the
Board of Directors pursuant to the 1996 Directors Plan.
3
<PAGE> 5
EMPLOYMENT AGREEMENTS
Mr. Laurence Waxman entered into an employment agreement with Consumer
Products, which became effective as of November 1, 1994 and had an initial term
that expired on October 31, 1999. The Agreement is automatically extended for
successive one-year periods, unless either party provides written notice of the
intent not to extend the Agreement, not less than one year prior to the extended
term. Pursuant to such employment agreement, Mr. Laurence Waxman is to serve as
President of Consumer Products, and is also to serve in such further offices or
positions with Consumer Products or any subsidiary or affiliate of Consumer
Products as shall, from time to time, be assigned by the Board of Directors of
Consumer Products. Mr. Laurence Waxman's employment agreement provides for an
annual salary of $200,000 for the first year of the employment agreement and
provides that for each year thereafter the annual salary will be increased by
six percent of the prior year's salary. Additional increases in salary and the
granting of bonuses to Mr. Laurence Waxman will be determined by Consumer
Products, in its sole discretion, based on such individual's performance and
contributions to the success of Consumer Products, his responsibilities and
duties and the salaries of other senior executives of Consumer Products. A bonus
in the amount of $65,000 was granted to Mr. Laurence Waxman in fiscal 1999 and
1998. The employment agreement provides that upon termination of employment by
Mr. Laurence Waxman for good reason (as defined therein) or by the Company for
any reason other than death, disability (as defined therein) or cause (as
defined therein), Mr. Laurence Waxman will be entitled to receive all of the
compensation he would otherwise be entitled to through the end of the term of
the agreement. The employment agreement also contains provisions which restrict
Mr. Laurence Waxman from competing with the Company or Consumer Products during
the term of the agreement and for two years following the termination thereof.
STOCK OPTION GRANTS
The following table sets forth the information noted for all grants of
stock options made by the Company during fiscal 2000 to each of the executive
officers named in the Summary Compensation Table:
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
----------------------------------------------------------
POTENTIAL
REALIZABLE VALUE
% OF TOTAL AT ASSUMED ANNUAL
OPTIONS RATES OF STOCK PRICE
GRANTED TO APPRECIATION FOR OPTION
OPTIONS EMPLOYEES EXERCISE TERM (1)
GRANTED IN PRICE EXPIRATION ------------------------
NAME (#) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
---- --- ----------- ------ ---- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Mark W. Wester........ 15,000 16.22% $0.41 March 6, 2010 3,868 9,802
<FN>
---------------
(1) The potential realizable values represent future opportunity and have not
been reduced to present value in 2000 dollars. The dollar amounts included
in these columns are the result of calculations at assumed rates set by the
Securities and Exchange Commission for illustration purposes, and these
rates are not intended to be a forecast of the Common Stock price and are
not necessarily indicative of the values that may be realized by the named
executive officer.
</TABLE>
4
<PAGE> 6
STOCK OPTION AND SAR EXERCISES
The following tables set forth information with respect to (i) the
number of unexercised options and SARs held by each of the Executive Officers
named in the Summary Compensation Table who held options and/or SARs as of June
30, 2000 and (ii) the value of unexercised in-the-money options and SARs held by
such persons as of June 30, 2000:
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
Value of Unexercised
In-the-Money Options
at Fiscal Year-End ($)
Shares Value Number of Unexercised ---------------------------------
Acquired on Realized Options at Fiscal Year End (#) Not
Name Exercise (#) ($) Exercisable / Unexercisable Exercisable Exercisable
---- ------------ ----------- --------------------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
OPTIONS:
Melvin Waxman.......... -- -- 300,000 / None 0 0
Armond Waxman.......... -- -- 300,000 / None 0 0
Laurence Waxman........ -- -- 178,750 / 21,250 0 0
Mark Wester............ -- -- 28,750 / 26,250 0 0
<CAPTION>
Value of Unexercised
In-the-Money SARs
at Fiscal Year-End ($)
Value Value Number of Unexercised ---------------------------------
Acquired on Realized SARs at Fiscal Year End (#) Not
Name Exercise (#) ($) Exercisable / Unexercisable Exercisable Exercisable
---- ------------ ----------- --------------------------- ----------- -----------
SARS:
<S> <C> <C> <C> <C> <C> <C>
Melvin Waxman.......... -- -- 200,000 / None 0 0
Armond Waxman.......... -- -- 200,000 / None 0 0
Laurence Waxman........ -- -- 100,000 / None 0 0
---------------
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee")
determines the compensation of the Company's Co-Chief Executive Officers. The
Committee is comprised solely of non-employee directors who are not eligible to
participate in any of the executive compensation programs of the Company. The
proxy rules require the Committee to disclose the Committee's bases for
compensation of executive officers and for compensation reported for Melvin and
Armond Waxman, the Co-Chief Executive Officers of the Company, and to discuss
the relationship between the Company's performance during fiscal 2000 and
compensation.
The Company's compensation policy reflects its belief that the
compensation of its senior executive officers should provide total compensation
reasonably comparable and competitive to that offered by similarly situated
companies and to align the interests of its executive officers with the long
term interests of the Company's stockholders with the grant of equity based
awards. The object of these awards is to reinforce and advance the long-term
interest of the Company and its stockholders. These awards provide rewards to
executives upon the creation of incremental stockholder value and have the
potential of providing significant benefit to the executives as the price of the
Company's stock appreciates, thereby directly linking the interests of
executives with those of stockholders. There were no equity based awards granted
to any senior executive officer in fiscal 2000.
5
<PAGE> 7
Cash compensation of the Co-Chief Executive Officers is established by
the Committee. Grants of stock options and other stock based awards for all
executive officers and employees, including the Co-Chief Executive Officers, are
awarded by the Company's Stock Option Committee. Both members of the Stock
Option Committee are also members of the Compensation Committee.
While competitive practices are taken into account in determining cash
compensation, the Committee believes that the most important considerations in
setting annual compensation are individual merit, the Company's financial
performance and achievement of strategic objectives approved by the Board of
Directors. The Committee does not apply any specific quantitative formula in
making compensation decisions. The Committee appreciates the importance of
achievements that may be difficult to quantify, and accordingly recognizes
qualitative factors such as contributions of executive officers to the
achievement of the Company's strategic goals in the difficult business
environment in which it operates, the managerial effectiveness and teamwork of
individual executive officers and the implementation of policies and measures
that are intended to provide the stability and benefit the Company's long-term
performance.
The compensation of the Company's Co-Chief Executive Officers has been
designed to provide them with a fair salary and to reward them for their ongoing
efforts towards improving the efficiencies of the Company's continuing
operations and deleveraging the Company. The Committee approved the base salary
that was paid to each of them. Due, in part, to the Company's liquidity
constraints, Messrs. Melvin Waxman and Armond Waxman received no discretionary
bonuses during fiscal 2000. However, the members of the Committee do recognize
the exemplary efforts of the Company's Co-Chief Executive Officers in forming a
comprehensive debt restructuring agreement with the Company's bondholders and
otherwise implementing the Company's financial restructuring program.
The Committee does not establish the cash compensation levels for the
Company's other executive officers. The Board has delegated to the Co-Chief
Executive Officers the responsibility for establishing the salaries and bonuses
payable to those individuals. However, the grants of stock options and other
equity-based compensation are the responsibility of the Stock Option Committee.
As a result, the members of the Committee are able to review and have input into
the overall levels of compensation provided to executive officers and, in their
role as Board members, are in a position to review the performances of those
individuals with the Co-Chief Executive Officers.
Section 162(m) of the Internal Revenue code of 1986, as amended (the
"Code"), which was enacted in 1993, generally disallows a tax deduction for
compensation paid or accrued in excess of $1 million with respect to the chief
executive officer and each officer and each of the four most highly compensated
employees of a publicly held corporation. Qualifying performance based
compensation will not be subject to the deduction limit if certain requirements
are met. The 1992 Stock Option Plan and the 1996 Directors Plan comply with
these requirements. The cash compensation paid to the Co-Chief Executive
Officers in fiscal 1999 exceeds the deduction limit of Section 162(m). However,
given the substantial deferred tax assets of the Company, the inability to
deduct a portion of such cash compensation will not have a material impact on
the Company.
MEMBERS OF THE COMMITTEE:
Irving Z. Friedman
Judy Robins
The foregoing report of the Committee shall not be deemed incorporated
by reference by any general statement incorporating by reference the Proxy
Statement into any filing under the Securities Act of 1933, as amended, or the
Securities Act of 1934, as amended, except to the extent that the Company
specifically incorporated this information by reference, and shall not otherwise
be deemed filed under such Acts.
6
<PAGE> 8
PERFORMANCE GRAPH
Set forth below is a graph comparing the yearly percentage change in
the cumulative total stockholder return of the Company's Common Stock, the
Standard & Poor's 500 Composite Stock Index and the Standard & Poor's Building
Materials Index for the period of five fiscal years commencing with fiscal 1996.
The graph assumes $100 invested on July 1, 1995 in the Company and each of the
other indices.
PERFORMANCE GRAPH
COMPARISON OF CUMULATIVE TOTAL RETURN*
Waxman Industries S&P 500 Peer Group
---------------- ------- ----------
1996 100.00 100.00 100.00
1997 360.00 126.00 129.54
1998 380.00 169.73 167.44
1999 300.00 220.92 217.30
2000 32.50 271.19 207.41
* Total Return Assumes Reinvestment of Dividends
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mrs. Judy Robins, a member of the Compensation Committee, owns a 13%
equity interest in Aurora Investment Company ("Aurora"). All of the other equity
interests in Aurora are owned by Melvin Waxman (34%), Armond Waxman (34%) and
members of their and Mrs. Robins' families (19%). Armond and Melvin Waxman are
brothers and Judy Robins is their sister. The Company, pursuant to a lease dated
June 30, 1992 (the
7
<PAGE> 9
"Lease"), which expires on June 30, 2002 (with an option to renew for one
additional term of five years), leases its office and warehouse facility located
at 24455 Aurora Road, Bedford Heights, Ohio, from Aurora. The annual rent on the
facility, consisting of approximately 125,000 square feet of space, is $326,716,
which management believes is competitive with other rates in the area. In
November 1998, the Company completed the relocation of its Consumer Products
distribution center in Bedford Heights, Ohio to Groveport, Ohio. Until the
termination of its lease in 2002, Consumer Products will continue to use the
office portion of the facility leased from Aurora. The warehouse portion of this
facility has been subleased to Handl-it, Inc. (see below for information
regarding affiliated ownership) for the duration of the lease term. The Company
received rental income from Handl-it, Inc. of $290,970 in fiscal 2000 for
subletting the warehouse for a portion of fiscal 2000.
Handl-it Inc., a corporation owned by John S. Peters, a director of and
consultant to the Company, together with certain other members of his family,
Melvin Waxman and Armond Waxman, provides Consumer Products with certain outside
warehousing services under month-to-month rental arrangements from time to time.
Consumer Products may enter into month-to-month leases in the future, depending
on its business requirements at the time. There was no rent paid by Consumer
Products to Handl-it in fiscal 2000. Consumer Products Group also paid Handl-it
Inc. approximately $40,000 for the cost of transportation of products in fiscal
2000.
Effective July 1, 1999, WAMI Sales replaced an internally operated
warehouse facility in Cleveland, Ohio with an arrangement with Handl-it Inc. to
provide all warehousing, labor and shipping functions for a fee equal to a
percentage of monthly sales plus other direct costs from this operation. The
charge amounted to $74,000 in fiscal 2000. The Company believes that the terms
are no less favorable than could have been obtained from an unaffiliated party.
ITEM 12. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
CAPITAL STOCK
The following table sets forth, as of September 30, 2000 (except as
noted in footnotes 8, 9 and 10 below), the number of shares of Common Stock and
Class B Common Stock beneficially owned by each director and executive officers
named in "Summary Compensation Table," by the directors and executive officers
of the Company as a group and by each holder of at least five percent of Common
Stock and Class B Common Stock known to the Company, and the respective
percentage ownership of the outstanding Common Stock and Class B Common Stock
and voting power held by each such holder and group. The mailing address for
Messrs. Melvin, Armond and Laurence Waxman is the executive office of the
Company.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE
BENEFICIALLY OWNED OWNERSHIP
-------------------------------- --------------------------------
CLASS B CLASS B PERCENTAGE
NAME AND COMMON COMMON COMMON COMMON OF AGGREGATE
BENEFICIAL OWNER STOCK STOCK STOCK STOCK VOTING POWER
-------------------------------- ------------- ------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Melvin Waxman (1)........... 849,300 1,011,932 8.3% 47.2% 34.6%
Armond Waxman (2)........... 1,030,882 770,282 10.0 35.9 27.6
Laurence S. Waxman (3)...... 560,025 55,252 5.5 2.6 3.5
John S. Peters (4).......... 31,300 -- * -- *
Irving Friedman (5)......... 25,000 -- * -- *
Judy Robins (6)............. 109,750 75,250 1.1 3.5 2.7
Mark W. Wester (7) ......... 34,485 -- * -- *
Directors and officers as
a group (7 individuals).. 2,640,742 1,912,716 24.3 89.3 67.4
Pacific Asset Management
LLC (8)..................... 720,400 -- 7.2 -- 2.3
1999 Avenue of the Stars
Suite 2530, Los Angeles,
CA 90067
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE> 10
<TABLE>
<S> <C> <C> <C> <C> <C>
Credit Suisse First Boston,
Inc. (9).................... 550,000 -- 5.5 -- 1.8
11 Madison Avenue
New York, NY 10010
Herzog, Heine, Geduld, Inc.
(10) ....................... 544,144 -- 5.5 -- 1.7
525 Washington Blvd.
Jersey City, NJ 07310
------------------------------------------------------------------------------------------------------------------------------
* less than 1%
</TABLE>
(1) Includes 300,000 shares of Common Stock subject to options granted to Mr.
Melvin Waxman pursuant to the Company's 1992 Non-Qualified and Incentive
Stock Option Plan (the "1992 Stock Option Plan") and 100 shares of Common
Stock owned by a member of Mr. Waxman's immediate family, as to which
shares Mr. Waxman disclaims beneficial ownership. Does not include 200,000
shares of Common Stock subject to stock appreciation rights granted to Mr.
Waxman by the Company which have vested but have a $3.375 trigger price.
(2) Includes 300,000 shares of Common Stock subject to options granted to Mr.
Armond Waxman pursuant to the 1992 Stock Option Plan and 100 shares of
Common Stock owned by a member of Mr. Waxman's immediate family, as to
which shares Mr. Waxman disclaims beneficial ownership. Does not include
200,000 shares of Common Stock subject to stock appreciation rights granted
to Mr. Waxman by the Company which have vested but have a $3.375 trigger
price.
(3) Includes 178,750 shares of Common Stock subject to options granted to Mr.
Laurence Waxman pursuant to the 1992 Stock Option Plan, 280,000 shares of
Common Stock in a trust that is voted by Mr. Waxman, and 27,100 shares of
Common Stock for which Mr. Waxman is custodian to his minor children. Does
not include 100,000 shares of Common Stock subject to stock appreciation
rights granted to Mr. Waxman by the Company which have vested but have a
$3.375 trigger price.
(4) Includes 26,250 shares of Common Stock subject to options granted to Mr.
Peters pursuant to the 1992 Stock Option Plan.
(5) Includes 20,000 shares of Common Stock subject to options granted to Mr.
Friedman pursuant to the 1994 Non-Employee Directors Stock Option Plan (the
"1994 Directors Plan") and 5,000 shares of Common Stock granted to Mr.
Friedman pursuant to the 1996 Non-Employee Directors' Restricted Share Plan
(the "1996 Directors Plan").
(6) Includes 20,000 and 10,000 shares of Common Stock subject to options
granted to Mrs. Robins as a director, pursuant to the 1994 Directors Plan,
and to her spouse as Corporate Secretary of the Company, respectively, and
15,000 shares of Common Stock granted to Mrs. Robins pursuant to the 1996
Directors Plan.
(7) Includes 28,750 shares of Common Stock subject to options granted to Mr.
Wester pursuant to the 1992 Stock Option Plan.
(8) The information set forth in the table with respect to Pacific Asset
Management LLC was obtained from its Form 13F-HR as filed with the
Securities and Exchange Commission on May 14, 1999.
(9) The information set forth in the table with respect to Credit Suisse First
Boston, Inc. was obtained from a Statement on Schedule 13G, dated February
l3, 1998, filed with the Securities and Exchange Commission. Such Statement
reflects Credit Suisse First Boston, Inc.'s beneficial ownership as of
December 31, 1997.
(10) The information set forth in the table with respect Herzog, Heine, Geduld,
Inc. was obtained from a Statement on Schedule 13G, filed with the
Securities and Exchange Commission. Such Statement reflects Herzog, Heine,
Geduld, Inc.'s beneficial ownership as of December 31, 1999.
9
<PAGE> 11
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal 2000, the Company and Barnett provided to and receive
from each other certain selling, general and administrative services and
reimburse each other for out-of-pocket disbursements related to those services.
The Company and Barnett entered into an Intercorporate Agreement (the "New
Intercorporate Agreement") under which the Company provides certain managerial,
administrative and financial services to Barnett and is paid by Barnett for the
allocable cost of the salaries and expenses of the Company's employees while
they are rendering such services. Barnett also reimburses the Company for actual
out-of-pocket disbursements to third parties by the Company required for the
provision of such services by the Company. In addition to the services provided
by the Company to Barnett pursuant to the New Intercorporate Agreement, Barnett
also provided certain services to U.S. Lock until its sale. These services
included the utilization of Barnett's management information systems, financial
accounting, order processing and billing and collection services. The Company
paid Barnett the allocable cost of the salaries and expenses of Barnett's
employees while they were performing such services. The Company also reimbursed
Barnett for all actual out-of-pocket disbursements to third parties by Barnett
required for the provision of such services. The net effect of these charges is
not material. The New Intercorporate Agreement was terminated in connection with
the September 29, 2000 sale of Barnett.
All amounts incurred by the Company on behalf of Barnett, have been
reimbursed by Barnett. All amounts incurred by Barnett on behalf of the Company,
have been reimbursed by the Company and are reflected in selling, general and
administrative expenses in the accompanying statements of operations. As a
result of the sale of U.S. Lock, Barnett no longer provides the Company with
selling, general and administrative services.
The Company purchases certain products, which it can not manufacture
with its existing operation, from WDI International, Inc., a company owned in
part by certain members of the Waxman family and other non-affiliated
individuals. In fiscal 2000 and 1999, purchases from WDI International amounted
to $3.7 million and $1.3 million, respectively. The Company believes that the
prices it receives are on terms comparable to those that would be available from
unaffiliated third parties.
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<PAGE> 12
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
October 23, 2000
WAXMAN INDUSTRIES, INC.
By: /s/ Mark Wester
------------------------------------------
Name: Mark Wester
Title: Vice President - Finance and Chief
Financial Officer
11
