-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BI3DmRsY6Msp/Xdwf0BBV3gMfWLbSBTgu2IxhtL7zyOL4twfXA/bbCi/C8OTpch9 ICmd4xxh9/BoWEFVU/Od9A== 0000904853-04-000001.txt : 20040323 0000904853-04-000001.hdr.sgml : 20040323 20040323113639 ACCESSION NUMBER: 0000904853-04-000001 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040323 GROUP MEMBERS: DAVID ZLATIN GROUP MEMBERS: RAMAT SECURITIES LTD. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMSTER HOWARD CENTRAL INDEX KEY: 0000904853 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 23811 CHABRIN BLVD STREET 2: #200 CITY: BEACHWOOD STATE: OH ZIP: 44122 BUSINESS PHONE: 2165951047 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WAXMAN INDUSTRIES INC CENTRAL INDEX KEY: 0000105096 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-HARDWARE & PLUMBING & HEATING EQUIPMENT & SUPPLIES [5070] IRS NUMBER: 340899894 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-16139 FILM NUMBER: 04684040 BUSINESS ADDRESS: STREET 1: 24460 AURORA RD CITY: BEDFORD HEIGHTS STATE: OH ZIP: 44146 BUSINESS PHONE: 2164391830 MAIL ADDRESS: STREET 1: 24460 AURORA ROAD CITY: BEDFORD HEIGHTS STATE: OH ZIP: 44146 SC 13D 1 waxman.txt United States Securities and Exchange Commission Washington DC 20549 Schedule 13D Under the Securities and Exchange Act of 1934 Waxman Industries, Inc. (Name of Issuer) Common Stock, $ .01 par value per share Title of Class of Securities 944124304 (CUSIP Number) Howard Amster, 23811 Chagrin Blvd., Suite 200 Beachwood, Ohio 44122-5525, (216) 595-1047 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 19, 2004 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the following box / /. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. 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 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). 1 Name of Reporting Person Howard Amster 2 If a member group a) /X/ b) / / 3 SEC Use only 4 Source of Funds PF 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting 230,000 Beneficially Owned By Each 8 Shared Voting Reporting Person With 9 Sole Dispositive 230,000 10 Shared Dispositive 11 Aggregate Amount Beneficially owned 306,000 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 30.5 % 14 Type of Reporting Person IN 1 Name of Reporting Person Ramat Securities Ltd. 2 If a member group a) / X/ b) / / 3 SEC Use only 4 Source of Funds WC 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 76,000 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 76,000 11 Aggregate Amount Beneficially owned 76,000 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 7.6 % 14 Type of Reporting Person BD 1 Name of Reporting Person David Zlatin 2 If a member group a) /X/ b) / / 3 SEC Use only 4 Source of Funds WC of Ramat Securities Ltd. 5 Check if Disclosure 6 Citizenship U.S.A. Number of Shares 7 Sole Voting Beneficially Owned By Each 8 Shared Voting 76,000 Reporting Person With 9 Sole Dispositive 10 Shared Dispositive 76,000 11 Aggregate Amount Beneficially owned 76,000 12 Check if Aggregate Amount (11) Excludes Certain Shares 13 Percent of Class Represented by amount in row (11) 7.6 % 14 Type of Reporting Person IN Item 1. Security and Issuer Waxman Industries, Inc. CUSIP Number 944124304 Waxman Industries, Inc. 24460 Aurora Road Bedford Heights, Ohio 44146 (440) 439-1830 Item 2. Identity and Background a) Howard Amster b) 23811 Chagrin Blvd # 200, Beachwood, Ohio 44122-5525 c) Present principal occupation- Real Estate Operator 23811 Chagrin Blvd. # 200, Beachwood, Oh 44122-5525 d) Howard Amster has not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors, if any) within the last five years. e) Howard Amster has not been party to any civil proceedings of a judicial or administrative body or competent jurisdiction of the type described in Item 2 of Schedule 13D within the last five years. f) U.S.A. Item 2. Identity and Background Ramat Securities Ltd., 23811 Chagrin Blvd., # 200, Beachwood, Ohio 44122 Securities Firm David Zlatin and Howard Amster are the unitholders of Ramat Securities Ltd., an Ohio Limited Liability Company. David Zlatin is a 17 % owner/principal of Ramat Securities Ltd. and has sole control of voting and dispositive power over all securities owned by Ramat Securities Ltd. While David Zlatin directly or indirectly does not beneficially own 5 % of Waxman Industries, Inc., because of such voting and dispositive power, he might be deemed a beneficial owner of the shares owned by Ramat Securities Ltd. Ramat Securities Ltd. has no beneficial interest in any of the shares of Waxman Industries, Inc. owned by Howard Amster, individually. Howard Amster is an 83 % owner/principal of Ramat Securities Ltd., but, has no voting or dispositive power over any securities owned by Ramat Securities Ltd. By being an 83 % owner, however, Mr. Amster can be deemed a beneficial owner of all securities owned by Ramat Securities Ltd. a) Ramat Securities Ltd. b) 23811 Chagrin Blvd., # 200, Beachwood, Ohio 44122-5525 c) Broker/Dealer securities firm- 23811 Chagrin Blvd., # 200, Beachwood, Ohio 44122 d) Neither the members or unitholders of Ramat Securities Ltd. have been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors, if any) within the last five years. e) Neither the members or unitholders of Ramat Securities Ltd. have been a party to any civil proceedings of a judicial or administrative body or competent jurisdictions of the type described in Item 2 of Schedule 13D within the last five years. Item 2. Identity and Background a) David Zlatin b) 2562 Biscayne Blvd., Beachwood, Ohio 44122-1773 c) Present principal occupation- Principal, Ramat Securities Ltd., securities firm- 23811 Chagrin Blvd. # 200, Beachwood, Oh 44122-5525 d) David Zlatin has not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors, if any) within the last five years. e) David Zlatin has not been party to any civil proceedings of a judicial or administrative body or competent jurisdiction of the type described in Item 2 of Schedule 13D within the last five years. f) U.S.A. Item 2. Identity and Background For information purposes only William Costaras, a registered representative of Ramat Securities Ltd. is not an owner and accordingly, has no shared voting, no dispositive power, and no pecuniary interest in Registrant's common shares nor to any other securities owned by Ramat Securities Ltd. Mr. Costaras disclaims being a member of this group. Mr. Costaras owns 20,400 Waxman Industries, Inc. or 2.0 % of the Registrant's common shares with sole voting and dispositive power over his shares. Ramat Securities Ltd. has no voting or dispositive power over Mr. Costaras's shares. Item 3. Source and Amount of Funds or Other Consideration Howard Amster in his own name and in his individual retirement account purchased all Waxman Industries, Inc. common stock with personal funds without borrowing. The total consideration for his purchases is $ 1,393,578.50. Ramat Securities Ltd. purchased all Waxman Industries, Inc. common stock with working capital without borrowing. The total consideration for its purchases is $ 468,455.00. Item 4. Purpose of Transaction Howard Amster and Ramat Securities Ltd. each acquired Waxman Industries, Inc. common stock for purposes of investment. There are no present plans or proposals by Howard Amster or Ramat Securities Ltd. as reported in this Schedule 13D which relates to or would result in the following: a. The acquisition by Howard Amster or Ramat Securities Ltd. of additional securities of the issuer, or the disposition of securities of the issuer, however, Howard Amster or Ramat Securities Ltd. might acquire additional shares or other securities of the issuer or dispose of some or all of their shares or other securities of the issuer depending upon market conditions and their respective personal circumstances; b. An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; c. A sale or transfer or a material amount of assets of the issuer or any of its subsidiaries; d. Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the board, however, Mr. Amster would consider accepting, if asked to serve, a board seat and would be willing to discuss board constituencies; e. Any material change in the present capitalization or dividend policy of the issuer; f. Any other material in the issuer's business or corporate structure; g. Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; h. Causing a class of securities of the issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or j. Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer The outstanding common stock of the issuer is 1,003,990 shares, according to the issuer's most current 10-Q Edgar filing on 2/2/04. (a)(b) The aggregate amount owned by Reporting Persons is 306,000 shares or 30.5 % of the outstanding shares. Howard Amster in his own name and individual retirement account owns 230,000 or 22.9 % of the outstanding shares. Ramat Securities Ltd. owns 76,000 shares or 7.6 % of the outstanding shares. c) Description of Transactions All trades executed on the OTC-Bulletin Board as open market transactions with Ramat Securities Ltd.
Identity Date Shares Price Howard Amster 02/06/04 5,000 6.695 02/09/04 25,000 6.80 03/19/04 200,000 5.94 Ramat Securities 02/10/04 18,000 6.65416 Ltd. 03/19/04 50,000 5.94 03/22/04 8,000 6.46
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. There are no contracts, arrangements, understandings or relationships with respect to securities of the Issuer with any person except as set forth in items 2, 3, 5 above. Item 7. Material to be filed as exhibits. None Signature After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: March 22, 2004 /s/ Howard Amster /s/ Ramat Securities Ltd. By: David Zlatin Title: Principal /s/ David Zlatin
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