<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Barnett Inc.
----------------
(Name of Issuer)
Common Stock
------------------------------
(Title of Class of Securities)
068062108
--------------
(CUSIP Number)
Mr. Armond Waxman With a copy to:
Waxman Industries, Inc. Scott M. Zimmerman
24460 Aurora Road Shereff, Friedman, Hoffman & Goodman, LLP
Bedford Heights, Ohio 44146 919 Third Avenue
(216) 439-1830 New York, New York 10022
(212) 758-9500
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 3, 1996
---------------------------------------
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(b) (3) or (4), check the
following: [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
<PAGE>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CUSIP No. 068062108 Page 2 of 15 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Waxman USA Inc.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (Shares were owned previous to issuer's initial public offering)
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF | 7 SOLE VOTING POWER
SHARES | 7,161,800
BENEFICIALLY ---------------------------------------------------------------
OWNED BY | 8 SHARED VOTING POWER
EACH | 0
REPORTING ---------------------------------------------------------------
PERSON | 9 SOLE DISPOSITIVE POWER
WITH | 7,161,800
---------------------------------------------------------------
| 10 SHARED DISPOSITIVE POWER
| 0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,161,800
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.5%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CUSIP No. 068062108 Page 3 of 15 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Waxman Industries Inc.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (Shares were owned previous to issuer's initial public offering)
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF | 7 SOLE VOTING POWER
SHARES | 7,161,800
BENEFICIALLY ---------------------------------------------------------------
OWNED BY | 8 SHARED VOTING POWER
EACH | 0
REPORTING ---------------------------------------------------------------
PERSON | 9 SOLE DISPOSITIVE POWER
WITH | 7,161,800
---------------------------------------------------------------
| 10 SHARED DISPOSITIVE POWER
| 0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,161,800
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.5%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CUSIP No. 068062108 Page 4 of 15 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Armond Waxman
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (Shares were owned previous to issuer's initial public offering); PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF | 7 SOLE VOTING POWER
SHARES | 24,700
BENEFICIALLY ---------------------------------------------------------------
OWNED BY | 8 SHARED VOTING POWER
EACH | 7,161,800
REPORTING ---------------------------------------------------------------
PERSON | 9 SOLE DISPOSITIVE POWER
WITH | 24,700
---------------------------------------------------------------
| 10 SHARED DISPOSITIVE POWER
| 7,161,800
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,186,500
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.7%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CUSIP No. 068062108 Page 5 of 15 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Melvin Waxman
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (Shares were owned previous to issuer's initial public offering); PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF | 7 SOLE VOTING POWER
SHARES | 24,000
BENEFICIALLY ---------------------------------------------------------------
OWNED BY | 8 SHARED VOTING POWER
EACH | 7,161,800
REPORTING ---------------------------------------------------------------
PERSON | 9 SOLE DISPOSITIVE POWER
WITH | 24,000
---------------------------------------------------------------
| 10 SHARED DISPOSITIVE POWER
| 7,161,800
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,185,800
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.6%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 5
<PAGE>
Schedule 13D
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, par value
$.01 (the "Common Stock"), of Barnett Inc., a Delaware corporation (the
"Company"), whose principal executive offices are located at 3333 Lenox
Avenue, Jacksonville, Florida 32254
Item 2. Identity and Background.
(a), (b), (c) and (f). This statement is being filed by
Waxman USA Inc. ("Waxman USA"), Waxman Industries, Inc. ("Waxman"), the direct
parent of Waxman USA, Armond Waxman, President, Co-Chief Executive Officer and
a director of Waxman USA and Waxman, and Melvin Waxman, Chairman of the Board
and Co-Chief Executive Officer of Waxman and Waxman USA. Waxman USA, Waxman,
Armond Waxman and Melvin Waxman are sometimes referred to collectively herein
as the "Reporting Persons."
Set forth below is certain information concerning the
Reporting Persons:
<TABLE>
<CAPTION>
Name Business Address Place or Organization
- ---- ---------------- ---------------------
<S> <C> <C>
Waxman USA Inc. 24460 Aurora Road Delaware
Bedford Heights, OH 44146
Waxman Industries, Inc. 24460 Aurora Road Delaware
Bedford Heights, OH 44146
</TABLE>
Waxman USA is a corporation organized in Delaware and is a
direct wholly-owned subsidiary of Waxman. Waxman USA is a supplier of
plumbing, hardware and electrical products and conducts its business through
its subsidiaries.
Waxman is a corporation organized in Delaware.
Armond Waxman's principal occupation is President, Co-Chief
Executive Officer and a director of Waxman USA and Waxman and his business
address 24460 Aurora Road, Bedford Heights, Ohio 44146. Mr. Waxman is a
citizen of the United States. Mr. Waxman is Vice Chairman of the Board of
Directors of the Company.
Melvin Waxman's principal occupation is Chairman of the
Board, Co-Chief Executive Officer a director of Waxman USA and Waxman and his
business address is 24460 Aurora Road, Bedford Heights, Ohio 44146. Mr. Waxman
is a citizen of the United States. Mr. Waxman is Chairman of the Board of
Directors of the Company.
Page 6
<PAGE>
See Item 5 for information regarding ownership of Common
Stock.
The executive officers and directors of Waxman and Waxman
USA are listed below. All of such persons are citizens of the United States.
<TABLE>
<CAPTION>
Name Business Address Position
---- ---------------- --------
<S> <C> <C>
Melvin Waxman 24460 Aurora Road Chairman of the Board and
Bedford Heights, Ohio 44146 Co-Chief Executive Officer
Armond Waxman 24460 Aurora Road Director, President and
Bedford Heights, Ohio 44146 Co-Chief Executive Officer
Laurence Waxman 24460 Aurora Road Director and Senior Vice
Bedford Heights, Ohio 44146 President
William R. Pray 3333 Lenox Avenue Director
Jacksonville, Florida 32254
Irving Z. Friedman 24500 Chagrin Blvd. Director
Beechwood, Ohio 44122
Samuel J. Krasney 25700 Chagrin Blvd. Director
Suite 300
Beechwood, Ohio 44122
Judy Robins 2165 E. Alameda Avenue Director
Denver, Colorado 80209
</TABLE>
(d) and (e). During the past five years, none of the
Reporting Persons or the other persons listed above has been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Waxman USA owned 50 shares (pre-split) of Common Stock prior
to the Company's initial public offering (the "Initial Public Offering") which
was consummated on April 3, 1996. All transactions in the Common Stock
effected by the Reporting Persons since the Initial Public Offering are set
forth on Annex A hereto.
The funds used to purchase Common Stock by Waxman were
provided from the corporate funds of Waxman. The funds used to purchase Common
Stock by Armond Waxman and Melvin Waxman were provided from the respective
personal funds of such Reporting Persons.
Page 7
<PAGE>
Item 4. Purpose of Transaction.
Waxman initially acquired the Company in 1984 to operate the
Company as a wholly-owned subsidiary. Waxman USA initially acquired all of the
shares of Common Stock from Waxman in 1992 in connection with a corporate and
financial restructuring of Waxman. Armond and Melvin Waxman acquired their
respective shares of Common Stock for investment purposes.
Except for the foregoing and as disclosed below, no
Reporting Person has any present plans or proposals which relate to or would
result in any of the actions or events described in paragraphs (a) through (j)
of Item 4 of Schedule 13D.
Item 5. Interest in Securities of Issuer.
Except as specifically provided for herein, each of the
Reporting Persons disclaims beneficial ownership of the shares of Common Stock
beneficially owned by any of the other Reporting Persons.
Waxman may be deemed to be the beneficial owner of 7,161,800
shares of Common Stock owned by Waxman USA, which shares represent
approximately 44.5% of the issued and outstanding shares of Common Stock.
Waxman is the parent of Waxman USA and, as such, may be deemed to have sole
voting and dispositive power with respect to 7,161,800 shares of Common Stock.
Armond Waxman may be deemed to be the beneficial owner of
7,161,800 shares of Common Stock owned by Waxman USA, and 24,700 shares of
Common Stock owned personally, which shares represent approximately 44.5% and
.002% of the issued and outstanding shares of Common Stock, respectively. Mr.
Waxman has sole voting and dispositive power with respect to the 24,700 shares
of Common Stock owned by him and as the President, Co-Chief Executive Office
and Director of the Board of Waxman USA, may be deemed to have shared voting
and dispositive power with respect to 7,161,800 shares of Common Stock owned
by Waxman USA. The disclosure of this information shall not be construed as an
admission that Mr. Waxman is the beneficial owner of any of the Common Stock
owned by Waxman USA either for purposes of Section 13(d) of the Act or for any
other purpose, and such beneficial ownership is expressly disclaimed.
Melvin Waxman may be deemed to be the beneficial owner of
7,161,800 shares of Common Stock owned by Waxman USA, and 24,000 shares of
Common Stock owned personally, which shares represent approximately 44.5% and
.001% of the issued and outstanding shares of Common Stock, respectively. Mr.
Waxman has sole voting and dispositive power with respect to the 24,000 shares
of Common Stock owned by him and as the President, Co-Chief Executive Office
and Director of the Board of Waxman USA, may be deemed to have shared voting
and dispositive power with respect to 7,161,800 shares of Common Stock owned
by Waxman USA. The disclosure of this information shall not be construed as an
admission that Mr. Waxman is the beneficial owner of any of the Common Stock
owned by Waxman USA either for
Page 8
<PAGE>
purposes of Section 13(d) of the Act or for any other purpose, and such
beneficial ownership is expressly disclaimed.
The number of shares beneficially owned by the Reporting
Persons and the percentage of outstanding shares represented thereby are based
on the number of outstanding shares as disclosed to the Reporting Persons by
an officer of the Company as of May 12, 1997.
All transactions in the Common Stock effected by the
Reporting Persons since the Initial Public Offering are set forth on Annex A
hereto.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of Issuer.
In connection with the Initial Public Offering, Waxman
entered into an agreement with the Company whereby Waxman agreed not to
acquire, offer to acquire, or agree to acquire, Common Stock of the Company
which would result in Waxman and its subsidiaries owning Common Stock equal to
or exceeding a majority of the Common Stock of the Company for a period of
four years.
In connection with the Initial Public Offering, the Company
entered into a Registration Rights Agreement with Waxman USA pursuant to which
the Company will, upon the request of Waxman USA, file up to two Registration
Statements under the Securities Act of 1933, as amended, in order to permit
Waxman USA to offer and sell all or a portion of shares of Common Stock that
Waxman USA or its affiliates may beneficially own. Waxman USA has utilized one
of its demand registration rights in connection with the secondary offering of
the Company which was consummated on April 18, 1997.
In connection with the Initial Public Offering, Armond
Waxman and Melvin Waxman each entered into a Letter Agreement, dated as of
March 28, 1996, with William Blair & Company, L.L.C. and Alex. Brown & Sons
Incorporated, as Representatives of the Several Underwriters (the
"Representatives") pursuant to which Armond Waxman and Melvin Waxman each
agreed that for a period of 180 days, each such person would not offer, sell
or contract to sell or otherwise dispose of, or announce the offering of any
shares of Common Stock beneficially owned by such person or any securities
convertible into, or exchangeable for, Common Stock without the prior written
consent of the Representatives.
In connection with the Company's secondary public offering
which was consummated on April 18, 1997, Waxman USA, Waxman, Armond Waxman and
Melvin Waxman each entered into a Letter Agreement, dated as of April 15,
1997, with William Blair & Company, L.L.C., Alex. Brown & Sons Incorporated
and Donaldson, Lufkin & Jenrette Securities Corporation, as Representatives of
the Several Underwriters (the "Underwriters") pursuant to which Waxman USA,
Waxman, Armond Waxman and Melvin Waxman each agreed that for a period of 180
days, each such person would not offer, sell or contract to sell or otherwise
dispose of, or announce the offering of any shares of Common Stock
beneficially owned
Page 9
<PAGE>
by such person or any securities convertible into, or exchangeable for, Common
Stock without the prior written consent of the Underwriters.
Item 7. Materials to Be Filed as Exhibits.
a. Letter Agreement, dated March 28, 1996, between
Barnett Inc. and Waxman Industries, Inc.
b. Letter Agreement, dated March 28, 1996, between
Armond Waxman and William Blair & Company, L.L.C.
and Alex. Brown & Sons Incorporated, as
Representatives of the Several Underwriters
c. Letter Agreement, dated March 28, 1996, between
Melvin Waxman and William Blair & Company, L.L.C.
and Alex. Brown & Sons Incorporated, as
Representatives of the Several Underwriters
d. Letter Agreement, dated April 15, 1997, between
Waxman Industries, Inc. and William Blair &
Company, L.L.C., Alex. Brown & Sons Incorporated
and Donaldson Lufkin & Jenrette Securities
Corporation, as Representatives of the Several
Underwriters
e. Letter Agreement, dated April 15, 1997, between
Waxman USA Inc. and William Blair & Company,
L.L.C., Alex. Brown & Sons Incorporated and
Donaldson Lufkin & Jenrette Securities Corporation,
as Representatives of the Several Underwriters
f. Letter Agreement, dated April 15, 1997, between
Armond Waxman and William Blair & Company, L.L.C.,
Alex. Brown & Sons Incorporated and Donaldson
Lufkin & Jenrette Securities Corporation, as
Representatives of the Several Underwriters
g. Letter Agreement, dated April 15, 1997, between
Melvin Waxman and William Blair & Company, L.L.C.,
Alex. Brown & Sons Incorporated and Donaldson
Lufkin & Jenrette Securities Corporation, as
Representatives of the Several Underwriters
Page 10
<PAGE>
h. Joint Filing Agreement, dated May 30, 1997, among
Waxman Industries, Inc., Waxman USA Inc., Armond
Waxman and Melvin Waxman.
Page 11
<PAGE>
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.
Dated: May 30, 1997
WAXMAN USA INC.
By: /s/ Mark Wester
------------------------------
Name: Mark Wester
Title: Vice President-Finance
Page 12
<PAGE>
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.
Dated: May 30, 1997
WAXMAN INDUSTRIES, INC.
By: /s/ Mark Wester
------------------------------
Name: Mark Wester
Title: Vice President-Finance
Page 13
<PAGE>
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.
Dated: May 30, 1997
/s/ Armond Waxman
-------------------------------
ARMOND WAXMAN
Page 14
<PAGE>
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.
Dated: May 30, 1997
/s/ Melvin Waxman
-------------------------------
MELVIN WAXMAN
Page 15
<PAGE>
ANNEX A
<TABLE>
<CAPTION>
WAXMAN ARMOND MELVIN
DATE TYPE OF PRICE USA WAXMAN WAXMAN
TRANSACTION* # SHARES # SHARES # SHARES
<S> <C> <C> <C> <C> <C>
Shares owned -- -- 11,905,000 -- --
immediately prior to
initial public offering
4/03/96+ D $13.020 3,447,200 -- --
4/03/96+ D (Diamond) 2,591,000 -- --
4/03/96+ A $14.000 -- 22,700 23,000
6/24/97 A [ ] 1,320,000 -- --
3/10/97 A $21.125 -- 2,000 1,000
4/18/97 D $16.625 1,125,000 -- --
4/18/97 A [ ] 1,271,000 -- --
5/12/97 D $16.625 125,000 -- --
</TABLE>
* A=Acquisition
D=Disposition
+ Date of Initial Public Offering
(Diamond) Shares were exchanged for a like number of the Company's Series A
Non-Voting Convertible Preferred Stock
[ ] Shares were acquired in exchange for a like number of the Company's
Series A Non-Voting Convertible Preferred Stock
<PAGE>
Exhibit Index
Exhibit No. Document
1. Letter Agreement, dated March 28, 1996, between Barnett Inc.
and Waxman Industries, Inc.
2. Letter Agreement, dated March 28, 1996, between Armond
Waxman and William Blair & Company, L.L.C. and Alex. Brown &
Sons Incorporated, as Representatives of the Several
Underwriters
3. Letter Agreement, dated March 28, 1996, between Melvin
Waxman and William Blair & Company, L.L.C. and Alex. Brown &
Sons Incorporated, as Representatives of the Several
Underwriters
4. Letter Agreement, dated April 15, 1997, between Waxman
Industries, Inc. and William Blair & Company, L.L.C., Alex.
Brown & Sons Incorporated and Donaldson Lufkin & Jenrette
Securities Corporation, as Representatives of the Several
Underwriters
5. Letter Agreement, dated April 15, 1997, between Waxman USA
Inc. and William Blair & Company, L.L.C., Alex. Brown & Sons
Incorporated and Donaldson Lufkin & Jenrette Securities
Corporation, as Representatives of the Several Underwriters
6. Letter Agreement, dated April 15, 1997, between Armond
Waxman and William Blair & Company, L.L.C., Alex. Brown &
Sons Incorporated and Donaldson Lufkin & Jenrette Securities
Corporation, as Representatives of the Several Underwriters
7. Letter Agreement, dated April 15, 1997, between Melvin
Waxman and William Blair & Company, L.L.C., Alex. Brown &
Sons Incorporated and Donaldson Lufkin & Jenrette Securities
Corporation, as Representatives of the Several Underwriters
8. Joint Filing Agreement, dated May 30, 1997, among Waxman
Industries, Inc., Waxman USA Inc., Armond Waxman and Melvin
Waxman.
<PAGE>
Exhibit 1
Waxman Industries, Inc.
24460 Aurora Road
Bedford Heights, Ohio 44146
March 28, 1996
Barnett Inc.
3333 Lenox Avenue
Jacksonville, Florida 32254
Dear Sirs:
Waxman Industries, Inc., a Delaware corporation ("Waxman") and Barnett
Inc., a Delaware corporation, hereby agree as follows:
1. For purposes of this Agreement the term (a) "Subsidiary" means, with
respect to any person, (i) a corporation a majority of whose Capital Stock with
voting power, under ordinary circumstances, to elect directors ("Voting
Securities") is at the time, directly or indirectly, owned by such person, by
one or more Subsidiaries of such person or by such person and one or more
Subsidiaries of such person or (ii) any other person (other than a corporation)
in which such person, one or more Subsidiaries of such person or such person and
one or more Subsidiaries of such person, directly or indirectly, at the date of
determination thereof, has at least a majority ownership interest and (b)
"Capital Stock" means, with respect to any person, any and all shares,
interests, participations, rights in, or other equivalents (however designated
and whether voting or non-voting) of such person's capital stock and any and all
rights, warrants or options exchangeable for or convertible into such capital
stock.
2. During the term of this Agreement, Waxman will not, and will cause
each of its Subsidiaries not to, acquire, offer to acquire, or agree to acquire,
directly or indirectly, by purchase or otherwise, any Voting Securities
(including shares of common stock, par value $.01 per share) of Barnett or
direct or indirect rights or options to acquire (through purchase, exchange,
conversion or otherwise) any Voting Securities of Barnett if such acquisition,
at the time it is made, together with the Voting Securities of Barnett otherwise
owned collectively by Waxman and its Subsidiaries, would result in Waxman's
aggregate beneficial (as defined below) or record ownership of Voting Securities
of Barnett during the term of this Agreement equalling or exceeding a majority
of the Voting Securities of Barnett as most recently publicly reported on or
prior to the date of such acquisition, it being understood that no subsequent
reduction in the outstanding Voting Securities of Barnett shall result in a
violation of this paragraph.
<PAGE>
3. During the term of this Agreement, Waxman and any of its
Subsidiaries shall have the right, directly or indirectly, to offer, sell,
transfer, pledge, assign, hypothecate or otherwise dispose of any Voting
Securities of Barnett beneficially owned by Waxman or any of its Subsidiaries.
4. The parties to this Agreement shall take all actions and execute all
instruments, documents, stipulations and agreements reasonably necessary to
implement or carry out the terms hereof.
5. This Agreement shall become effective upon the execution hereof and
shall remain effective for a period of four years.
6. Each of the parties hereto represents and warrants that it is duly
authorized to execute and deliver this Agreement and that this Agreement is a
valid and binding obligation of such party enforceable against such party in
accordance with it terms. This Agreement shall be binding upon, and shall inure
to the benefit of and be enforceable by, the respective successors and, assigns
of the parties hereto.
7. The parties agree that the provisions of this Agreement shall be
severable in the event that any of the provisions hereof are held by a court of
competent jurisdiction to be invalid, void or otherwise unenforceable, and that
the remaining provisions shall remain enforceable to the fullest extent
permitted by law.
8. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware (without giving effect to the principles of
conflict of laws thereof).
9. This Agreement may be executed in two or more counterparts which
together shall constitute a single agreement.
Very truly yours,
Waxman Industries, Inc.
By: /s/ Michael Vantusko
--------------------
Vice President Finance and Chief Financial
Officer
Accepted and Agreed:
Barnett Inc.
By: /s/ William R. Pray
------------------------------
President and Chief Executive Officer
<PAGE>
Exhibit 2
Armond Waxman
31350 Ainsworth Drive
Pepper Pike, Ohio 44124
Barnett Inc.
Public Offering of Common Stock
March 28, 1996
William Blair & Company, L.L.C.
Alex. Brown & Sons Incorporated
As Representatives of the
Several Underwriters
c/o William Blair & Company, L.L.C.
222 West Adams Street
Chicago, Illinois 60606
Ladies and Gentlemen:
This letter is being delivered to you in connection with the
proposed Underwriting Agreement (the "Underwriting Agreement") by and among
Barnett Inc., a Delaware corporation (the "Company"), Waxman USA Inc., a
Delaware corporation, Waxman Industries, Inc., a Delaware corporation, and you,
as representatives of a group of Underwriters named therein, relating to an
underwritten public offering of Common Stock, $.01 par value (the "Common
Stock"), of the Company. Each capitalized term used, but not otherwise defined,
herein shall have the meaning ascribed to such term in the Underwriting
Agreement.
In order to induce the Underwriters to enter into the
Underwriting Agreement, the undersigned agrees that he, she or it, as the case
may be, will not during the period of 180 days following the date of the
Prospectus issued pursuant to this offering, without the prior written consent
of the Representatives, offer, sell or contract to sell, or otherwise dispose
of, directly or indirectly, or announce the offering of, any shares of Common
Stock beneficially owned by such person, or any securities convertible into, or
exchangeable for, shares of Common Stock, other than shares of Common Stock
disposed of as bona fide gifts; provided, however, that any shares of Common
Stock sold, converted, disposed of or otherwise transferred pursuant to this
letter shall be subject to the same 180 day restriction set forth in this letter
and prior to such transfer the transferor thereof shall deliver to the
Representatives the written acknowledgment of the transferee that it has
received such shares of Common Stock subject to such restrictions.
<PAGE>
If for any reason the Underwriting Agreement shall be
terminated prior to the First Closing Date, the agreement set forth above shall
likewise be terminated.
Very truly yours,
/s/ Armond Waxman
Armond Waxman
Title: Director of Barnett Inc.
Address: 31350 Ainsworth Drive
Pepper Pike, Ohio 44124
<PAGE>
Exhibit 3
Melvin Waxman
4411 University Parkway
University Heights, Ohio 44118
Barnett Inc.
Public Offering of Common Stock
March 28, 1996
William Blair & Company, L.L.C.
Alex. Brown & Sons Incorporated
As Representatives of the
Several Underwriters
c/o William Blair & Company, L.L.C.
222 West Adams Street
Chicago, Illinois 60606
Ladies and Gentlemen:
This letter is being delivered to you in connection with the
proposed Underwriting Agreement (the "Underwriting Agreement") by and among
Barnett Inc., a Delaware corporation (the "Company"), Waxman USA Inc., a
Delaware corporation, Waxman Industries, Inc., a Delaware corporation, and you,
as representatives of a group of Underwriters named therein, relating to an
underwritten public offering of Common Stock, $.01 par value (the "Common
Stock"), of the Company. Each capitalized term used, but not otherwise defined,
herein shall have the meaning ascribed to such term in the Underwriting
Agreement.
In order to induce the Underwriters to enter into the
Underwriting Agreement, the undersigned agrees that he, she or it, as the case
may be, will not during the period of 180 days following the date of the
Prospectus issued pursuant to this offering, without the prior written consent
of the Representatives, offer, sell or contract to sell, or otherwise dispose
of, directly or indirectly, or announce the offering of, any shares of Common
Stock beneficially owned by such person, or any securities convertible into, or
exchangeable for, shares of Common Stock, other than shares of Common Stock
disposed of as bona fide gifts; provided, however, that any shares of Common
Stock sold, converted, disposed of or otherwise transferred pursuant to this
letter shall be subject to the same 180 day restriction set forth in this letter
and prior to such transfer the transferor thereof shall deliver to the
Representatives the written acknowledgment of the transferee that it has
received such shares of Common Stock subject to such restrictions.
<PAGE>
If for any reason the Underwriting Agreement shall be
terminated prior to the First Closing Date, the agreement set forth above shall
likewise be terminated.
Very truly yours,
/s/ Melvin Waxman
Melvin Waxman
Title: Director of Barnett Inc.
Address: 4411 University Parkway
University Heights, Ohio 44118
<PAGE>
Exhibit 4
Waxman Industries, Inc.
24460 Aurora Road
Bedford Heights, OH 44146
Barnett Inc.
Public Offering of Common Stock
April 15, 1997
William Blair & Company, L.L.C.
Alex. Brown & Sons Incorporated
Donaldson, Lufkin & Jenrette
Securities Corporation
As Representatives of the Several
Underwriters Named in Schedule A
c/o William Blair & Company, L.L.C.
222 West Adams Street
Chicago, Illinois 60606
Ladies and Gentlemen:
This letter is being delivered to you in connection with the
proposed Underwriting Agreement (the "Underwriting Agreement") by and among
Barnett Inc., a Delaware corporation (the "Company"), Waxman USA Inc., a
Delaware corporation, Waxman Industries, Inc., a Delaware corporation, and you,
as representatives (the "Representatives") of a group of Underwriters named
therein, relating to an underwritten public offering of Common Stock, $.01 par
value (the "Common Stock"), of the Company. Each capitalized term used, but not
otherwise defined, herein shall have the meaning ascribed to such term in the
Underwriting Agreement.
In order to induce the Underwriters to enter into the
Underwriting Agreement, the undersigned agrees that he, she or it, as the case
may be, will not during the period of 180 days following the date of the
Prospectus issued pursuant to this offering, without the prior written consent
of William Blair & Company, L.L.C., on behalf of the Representatives, offer,
sell or contract to sell, or otherwise dispose of, directly or indirectly, or
announce the offering of, any shares of Common Stock beneficially owned by such
person, or any securities convertible into, or exchangeable for, shares of
Common Stock, other than shares of Common Stock disposed of as bona fide gifts;
provided, however, that any shares of Common Stock sold, converted, disposed of
or otherwise transferred pursuant to this letter shall be subject to the same
180 day restriction set forth in this letter and prior to such transfer the
transferor thereof shall deliver to the Representatives the written
acknowledgment of the transferee that it has received such shares of Common
Stock subject to such restrictions.
<PAGE>
If for any reason the Underwriting Agreement shall be
terminated prior to the First Closing Date, the agreement set forth above shall
likewise be terminated.
Very truly yours,
WAXMAN INDUSTRIES, INC.
By: /s/ Melvin Waxman
Name: Melvin Waxman
Title: Chairman of the Board
<PAGE>
Exhibit 5
Waxman USA Inc.
24460 Aurora Road
Bedford Heights, OH 44146
Barnett Inc.
Public Offering of Common Stock
April 15, 1997
William Blair & Company, L.L.C.
Alex. Brown & Sons Incorporated
Donaldson, Lufkin & Jenrette
Securities Corporation
As Representatives of the Several
Underwriters Named in Schedule A
c/o William Blair & Company, L.L.C.
222 West Adams Street
Chicago, Illinois 60606
Ladies and Gentlemen:
This letter is being delivered to you in connection with the
proposed Underwriting Agreement (the "Underwriting Agreement") by and among
Barnett Inc., a Delaware corporation (the "Company"), Waxman USA Inc., a
Delaware corporation, Waxman Industries, Inc., a Delaware corporation, and you,
as representatives (the "Representatives") of a group of Underwriters named
therein, relating to an underwritten public offering of Common Stock, $.01 par
value (the "Common Stock"), of the Company. Each capitalized term used, but not
otherwise defined, herein shall have the meaning ascribed to such term in the
Underwriting Agreement.
In order to induce the Underwriters to enter into the
Underwriting Agreement, the undersigned agrees that he, she or it, as the case
may be, will not during the period of 180 days following the date of the
Prospectus issued pursuant to this offering, without the prior written consent
of William Blair & Company, L.L.C., on behalf of the Representatives, offer,
sell or contract to sell, or otherwise dispose of, directly or indirectly, or
announce the offering of, any shares of Common Stock beneficially owned by such
person, or any securities convertible into, or exchangeable for, shares of
Common Stock, other than shares of Common Stock disposed of as bona fide gifts;
provided, however, that any shares of Common Stock sold, converted, disposed of
or otherwise transferred pursuant to this letter shall be subject to the same
180 day restriction set forth in this letter and prior to such transfer the
transferor thereof shall deliver to the Representatives the written
acknowledgment of the transferee that it has received such shares of Common
Stock subject to such restrictions.
<PAGE>
If for any reason the Underwriting Agreement shall be
terminated prior to the First Closing Date, the agreement set forth above shall
likewise be terminated.
Very truly yours,
WAXMAN USA INC.
By: /s/ Melvin Waxman
Name: Melvin Waxman
Title: Chairman of the Board
<PAGE>
Exhibit 6
Armond Waxman
31350 Ainsworth Drive
Pepper Pike, Ohio 44124
Barnett Inc.
Public Offering of Common Stock
April 15, 1997
William Blair & Company, L.L.C.
Alex. Brown & Sons Incorporated
Donaldson, Lufkin & Jenrette
Securities Corporation
As Representatives of the Several
Underwriters Named in Schedule A
c/o William Blair & Company, L.L.C.
222 West Adams Street
Chicago, Illinois 60606
Ladies and Gentlemen:
This letter is being delivered to you in connection with the
proposed Underwriting Agreement (the "Underwriting Agreement") by and among
Barnett Inc., a Delaware corporation (the "Company"), Waxman USA Inc., a
Delaware corporation, Waxman Industries, Inc., a Delaware corporation, and you,
as representatives (the "Representatives") of a group of Underwriters named
therein, relating to an underwritten public offering of Common Stock, $.01 par
value (the "Common Stock"), of the Company. Each capitalized term used, but not
otherwise defined, herein shall have the meaning ascribed to such term in the
Underwriting Agreement.
In order to induce the Underwriters to enter into the
Underwriting Agreement, the undersigned agrees that he, she or it, as the case
may be, will not during the period of 180 days following the date of the
Prospectus issued pursuant to this offering, without the prior written consent
of William Blair & Company, L.L.C., on behalf of the Representatives, offer,
sell or contract to sell, or otherwise dispose of, directly or indirectly, or
announce the offering of, any shares of Common Stock beneficially owned by such
person, or any securities convertible into, or exchangeable for, shares of
Common Stock, other than shares of Common Stock disposed of as bona fide gifts;
provided, however, that any shares of Common Stock sold, converted, disposed of
or otherwise transferred pursuant to this letter shall be subject to the same
180 day restriction set forth in this letter and prior to such transfer the
transferor thereof shall deliver to the Representatives the written
acknowledgment of the transferee that it has received such shares of Common
Stock subject to such restrictions.
<PAGE>
If for any reason the Underwriting Agreement shall be
terminated prior to the First Closing Date, the agreement set forth above shall
likewise be terminated.
Very truly yours,
/s/ Armond Waxman
Title: Vice-Chairman of the Board
and Director
Address: 31350 Ainsworth Drive
Pepper Pike, Ohio 44124
<PAGE>
Exhibit 7
Melvin Waxman
4411 University Parkway
University Heights, Ohio 44118
Barnett Inc.
Public Offering of Common Stock
April 15, 1997
William Blair & Company, L.L.C.
Alex. Brown & Sons Incorporated
Donaldson, Lufkin & Jenrette
Securities Corporation
As Representatives of the Several
Underwriters Named in Schedule A
c/o William Blair & Company, L.L.C.
222 West Adams Street
Chicago, Illinois 60606
Ladies and Gentlemen:
This letter is being delivered to you in connection with the
proposed Underwriting Agreement (the "Underwriting Agreement") by and among
Barnett Inc., a Delaware corporation (the "Company"), Waxman USA Inc., a
Delaware corporation, Waxman Industries, Inc., a Delaware corporation, and you,
as representatives (the "Representatives") of a group of Underwriters named
therein, relating to an underwritten public offering of Common Stock, $.01 par
value (the "Common Stock"), of the Company. Each capitalized term used, but not
otherwise defined, herein shall have the meaning ascribed to such term in the
Underwriting Agreement.
In order to induce the Underwriters to enter into the
Underwriting Agreement, the undersigned agrees that he, she or it, as the case
may be, will not during the period of 180 days following the date of the
Prospectus issued pursuant to this offering, without the prior written consent
of William Blair & Company, L.L.C., on behalf of the Representatives, offer,
sell or contract to sell, or otherwise dispose of, directly or indirectly, or
announce the offering of, any shares of Common Stock beneficially owned by such
person, or any securities convertible into, or exchangeable for, shares of
Common Stock, other than shares of Common Stock disposed of as bona fide gifts;
provided, however, that any shares of Common Stock sold, converted, disposed of
or otherwise transferred pursuant to this letter shall be subject to the same
180 day restriction set forth in this letter and prior to such transfer the
transferor thereof shall deliver to the Representatives the written
acknowledgment of the transferee that it has received such shares of Common
Stock subject to such restrictions.
<PAGE>
If for any reason the Underwriting Agreement shall be
terminated prior to the First Closing Date, the agreement set forth above shall
likewise be terminated.
Very truly yours,
/s/ Melvin Waxman
Title: Chairman of the Board and Director
Address: 4411 University Parkway
University Heights, Ohio 44118
<PAGE>
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13D (including any and all amendments thereto) with respect to the
shares of common stock, par value $.01 per share, of Barnett Inc., and further
agree that this Joint Filing Agreement be included as an Exhibit thereto. In
addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such
statement.
Date: May 30, 1997 WAXMAN INDUSTRIES, INC.
By: /s/ Mark Wester
--------------------------------
Name: Mark Wester
Title: Vice President-Finance
WAXMAN USA INC.
By: /s/ Mark Wester
--------------------------------
Name: Mark Wester
Title: Vice President-Finance
/s/ Armond Waxman
-----------------------------------
ARMOND WAXMAN
/s/ Melvin Waxman
-----------------------------------
MELVIN WAXMAN
