-----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, OgJYTtDwazHQJqbuH7Yk5p4ToDccPYzLij/EEedW9eHjEUQb2bonlsheXua7e0Lr u6Lv3IhxuHcl3a5XMn4ePg== 0000950152-95-003061.txt : 19951228 0000950152-95-003061.hdr.sgml : 19951228 ACCESSION NUMBER: 0000950152-95-003061 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19951227 SROS: NYSE FILER: 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10273 FILM NUMBER: 95604651 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 11-K 1 WAXMAN INDUSTRIES, INC. 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) X Annual report pursuant to Section 15(d) of the Securities - - Exchange Act of 1934 (Fee Required) For the fiscal year ended: June 30, 1995 OR Transition report pursuant to Section 15(d) of the Securities Exchange - - Act of 1934 (No Fee Required) For the transition period from: Commission file number 0-5888 A. Full title of the Plan and the address of the Plan, if different from that of the issuer named below: Waxman Industries, Inc. Profit Sharing and 401(K) Retirement Plan B. Name of issuer of the Securities held pursuant to the Plan and the address of its principal executive office: Waxman Industries, Inc. 24460 Aurora Road Bedford Heights, Ohio 44146 2 WAXMAN INDUSTRIES, INC. PROFIT SHARING AND 401(K) RETIREMENT PLAN FINANCIAL STATEMENTS AS OF JUNE 30, 1995, 1994 AND 1993 TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 3 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors of Waxman Industries, Inc.: We have audited the accompanying statements of participants' equity, including the schedule of assets held for investment purposes, of the Waxman Industries, Inc. Profit Sharing and 401(K) Retirement Plan (the Plan) as of June 30, 1995 and 1994, and the related statements of changes in participants' equity for each of the three years in the period ended June 30, 1995. These financial statements are the responsibility of the plan administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the participants' equity of the Plan as of June 30, 1995 and 1994, and the changes in participants' equity for each of the three years in the period ended June 30, 1995 in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of participants' equity and the statements of changes in participants' equity is presented for purposes of additional analysis rather than to present the participants' equity and changes in participants' equity of each 4 fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. As explained in Note 2, information certified by the trustee and presented in the schedules of assets held for investment purposes and certain reportable transactions does not disclose the historical cost of the investments. Disclosure of this information is required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Cleveland, Ohio, December 1, 1995. 5 WAXMAN INDUSTRIES, INC. PROFIT SHARING AND 401(K) RETIREMENT PLAN INDEX JUNE 30, 1995, 1994, AND 1993 Statements of Participants' Equity as of June 30, 1995 and 1994 Statements of Changes in Participants' Equity for the Years Ended June 30, 1995, 1994 and 1993 Notes to Financial Statements Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes as of June 30, 1995 Schedule II - Item 27d - Schedule of Reportable Transactions for the Year Ended June 30, 1995 6 WAXMAN INDUSTRIES, INC. PROFIT SHARING AND 401(K) RETIREMENT PLAN STATEMENT OF PARTICIPANTS' EQUITY JUNE 30, 1995
Fidelity INVESCO Fidelity Income & Guaranteed Industrial Lifetime Lifetime Contrafund Growth Fund CIGNA Fund Fund 20 Fund 30 Fund ---------- ----------- ---------- ---------- -------- -------- INVESTMENTS, at market value; Waxman Industries, Inc. common stock $ - $ - $ - $ - $ - $ - CIGNA funds (1) 63,649 63,900 409,478 13,110 27,801 86,786 ------- ------- --------- ------- ------- ------- Participants' equity $63,649 $63,900 $ 409,478 $13,110 $27,801 $86,786 ======= ======= ========= ======= ======= =======
Waxman Warburg 20th Industries, Inc. Pincus Lifetime Lifetime Lifetime Century Common Stock Growth & 40 Fund 50 Fund 60 Fund Ultra Fund Fund Income Fund -------- -------- -------- ---------- ---------------- ----------- INVESTMENTS, at market value; Waxman Industries, Inc. common stock $ - $ - $ - $ - $405,946 $ - CIGNA funds (1) 104,848 88,753 10,998 43,948 - 91,869 -------- ------- ------- -------- -------- ------- Participants' equity $104,848 $88,753 $10,998 $ 43,948 $405,946 $91,869 ======== ======= ======= ======== ======== =======
Warburg Pincus International Equity Fund TOTAL ------------- ----- INVESTMENTS, at market value; Waxman Industries, Inc. common stock $ - $ 405,946 CIGNA funds (1) 87,136 1,092,276 ------- ---------- Participants' equity $87,136 $1,498,222 ======= ==========
(1) See notes to financial statements for fund descriptions. The accompanying notes to financial statements are an integral part of this statement. 7 WAXMAN INDUSTRIES, INC. PROFIT SHARING AND 401(K) RETIREMENT PLAN STATEMENT OF PARTICIPANTS' EQUITY JUNE 30, 1994
Waxman Fixed Money Diversified Industries Income Market Fund Fund Fund Fund Total ---------- --------- -------- ---------- ---------- ACCRUED INCOME AND OTHER RECEIVABLES $ 1,458 $ - $ - $ - $ 1,458 CONTRIBUTION RECEIVABLE FROM WAXMAN INDUSTRIES, INC. - 55,000 - - 55,000 INVESTMENTS, at market value; Waxman Industries, Inc. common stock - 689,191 - - 689,191 NCB Funds Money Market Portfolio 21,738 13,882 12,203 104,593 152,416 NCB Investment Fund-Equity 87,661 - - - 87,661 NCB Investment Fund-Fixed Income 88,745 - 86,130 - 174,875 ---------- --------- -------- ---------- ---------- Participants' equity $ 199,602 $ 758,073 $ 98,333 $ 104,593 $1,160,601 ========== ========= ======== ========== ==========
The accompanying notes to financial statements are an integral part of this statement. 8 WAXMAN INDUSTRIES, INC. PROFIT SHARING AND 401(K) RETIREMENT PLAN STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY FOR THE YEAR ENDED JUNE 30, 1995
Fidelity INVESCO Fidelity Income & Guaranteed Industrial Lifetime Lifetime Contrafund Growth Fund CIGNA Fund Fund 20 Fund 30 Fund ---------- ----------- ---------- ---------- -------- -------- INCREASES: Contributions- Waxman Industries, Inc. $ 9,328 $11,463 $ 53,741 $ 2,566 $ 6,240 $15,784 Participants 25,386 35,581 137,052 5,794 15,760 41,272 Transfer from previous trustee 20,068 15,721 218,817 3,506 3,979 23,996 Investment Income- Dividend income - - - - - - Interest income - - - - - - Realized appreciation of investments - - - - - - Market value changes of investments 9,144 2,932 10,944 1,173 2,216 6,940 ------ ------ ------- ------ ------ ------ Total increases 63,926 65,697 420,554 13,039 28,195 87,992 ------ ------ ------- ------ ------ ------ DECREASES: Distributions to former participants 322 1,177 14,190 - 347 1,025 Transfer to new trustee - - - - - - Transaction costs - - 1,061 - 47 200 Realized depreciation of investments - - - - - - Market value changes of investments - - - - - - ------ ------ ------- ------ ------ ------ Total decreases 322 1,177 15,251 - 394 1,225 ------ ------ ------- ------ ------ ------ TRANSFERS BETWEEN FUNDS 45 (620) 4,175 71 - 19 ------ ------ ------- ------ ------ ------ NET INCREASE (DECREASE) 63,649 63,900 409,478 13,110 27,801 86,786 PARTICIPANTS' EQUITY, beginning of year - - - - - - ------ ------ ------- ------ ------ ------ PARTICIPANTS' EQUITY, end of year $63,649 $63,900 $409,478 $13,110 $27,801 $86,786 ====== ====== ======= ====== ====== ======
Waxman Warburg 20th Industries, Inc. Pincus Lifetime Lifetime Lifetime Century Common Stock Growth & 40 Fund 50 Fund 60 Fund Ultra Fund Fund Income Fund -------- -------- -------- ---------- ---------------- ----------- INCREASES: Contributions- Waxman Industries, Inc. $14,995 $ 9,866 $ 1,296 $ 6,127 $ 8,973 $12,771 Participants 35,821 35,699 4,209 17,117 18,639 36,030 Transfer from previous trustee 48,075 37,769 4,825 13,227 581,748 39,260 Investment Income- Dividend income - - - - - - Interest income - - - - - - Realized appreciation of investments - - - - - - Market value changes of investments 8,119 6,909 668 6,648 - 5,847 ------- ------ ------ ------ ------- ------ Total increases 107,010 90,243 10,998 43,119 609,360 93,908 ------- ------ ------ ------ ------- ------ DECREASES: Distributions to former participants 1,838 1,410 - 515 6,362 760 Transfer to new trustee - - - - - - Transaction costs 160 80 - - 2,394 - Realized depreciation of investments - - - - - - Market value changes of investments - - - - 194,387 - ------- ------ ------ ------ ------- ------ Total decreases 1,998 1,490 - 515 203,143 760 ------- ------ ------ ------ ------- ------ TRANSFERS BETWEEN FUNDS (164) - - 1,344 (271) (1,279) ------- ------ ------ ------ ------- ------ NET INCREASE (DECREASE) 104,848 88,753 10,998 43,948 405,946 91,869 PARTICIPANTS' EQUITY, beginning of year - - - - - - ------- ------ ------ ------ ------- ------ PARTICIPANTS' EQUITY, end of year $104,848 $88,753 $10,998 $43,948 $405,946 $91,869 ======= ====== ====== ====== ======= ======
Warburg Pincus Waxman Fixed Money International Diversified Industries Income Market Equity Fund Fund Fund Fund Fund TOTAL ------------- ----------- ---------- -------- -------- ---------- INCREASES: Contributions- Waxman Industries, Inc. $15,506 $ - $ - $ - $ - $ 168,656 Participants 41,841 15,069 2,361 6,444 18,147 492,222 Transfer from previous trustee 37,531 - - - - 1,048,522 Investment Income- Dividend income - 631 - - - 631 Interest income - 2,578 52 1,522 165 4,317 Realized appreciation of investments - 2,699 - - - 2,699 Market value changes of investments - - - - - 61,540 ------ ------- ------- ------ ------- --------- Total increases 94,878 20,977 2,413 7,966 18,312 1,778,587 ------ ------- ------- ------ ------- --------- DECREASES: Distributions to former participants 922 28,892 44,406 6,720 607 109,493 Transfer to new trustee - 191,687 634,958 99,579 122,298 1,048,522 Transaction costs 12 - - - - 3,954 Realized depreciation of investments - - 81,122 - - 81,122 Market value changes of investments 3,488 - - - - 197,875 ------ ------- ------- ------ ------- --------- Total decreases 4,422 220,579 760,486 106,299 122,905 1,440,966 ------ ------- ------- ------ ------- --------- TRANSFERS BETWEEN FUNDS (3,320) - - - - - ------ ------- ------- ------ ------- --------- NET INCREASE (DECREASE) 87,136 (199,602) (758,073) (98,333) (104,593) 337,621 PARTICIPANTS' EQUITY, beginning of year - 199,602 758,073 98,333 104,593 1,160,601 ------ ------- ------- ------ ------- --------- PARTICIPANTS' EQUITY, end of year $87,136 $ - $ - $ - $ - $1,498,222 ====== ======= ======= ====== ======= =========
The accompanying notes to financial statements are an integral part of this statement. 9 WAXMAN INDUSTRIES, INC. PROFIT SHARING AND 401(K) RETIREMENT PLAN STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY FOR THE YEAR ENDED JUNE 30, 1994
-------------------------------------------------------------------------------- Waxman Fixed Money Diversified Industries Income Market Fund Fund Fund Fund Total ---------- -------- -------- --------- ---------- INCREASES: Contributions- Waxman Industries, Inc. $ - $ 55,000 $ - $ - $ 55,000 Participants 42,908 15,291 33,442 20,844 112,485 Investment Income- Dividend income 1,625 - - - 1,625 Interest income 4,912 108 4,302 2,935 12,257 Gain (loss) on sale of investments 241 (8,950) 29 - (8,680) -------- ---------- ------- ------- ---------- Total increases 49,686 61,449 37,773 23,779 172,687 -------- ---------- ------- ------- ---------- DECREASES: Distributions to former participants 21,688 36,251 6,561 3,933 68,433 Unrealized depreciation of investments 6,868 368,735 5,680 - 381,283 -------- ---------- ------- ------- ---------- Total decreases 28,556 404,986 12,241 3,933 449,716 -------- ---------- ------- ------- ---------- NET INCREASE (DECREASE) 21,130 (343,537) 25,532 19,846 (277,029) PARTICIPANTS' EQUITY, beginning of year 178,472 1,101,610 72,801 84,747 1,437,630 -------- ---------- ------- -------- ---------- PARTICIPANTS' EQUITY, end of year $199,602 $ 758,073 $98,333 $104,593 $1,160,601 ======== ========== ======= ======== ==========
The accompanying notes to financial statements are an integral part of this statement. 10 WAXMAN INDUSTRIES, INC. PROFIT SHARING AND 401(K) RETIREMENT PLAN STATEMENT OF CHANGES IN PARTICIPANTS' EQUITY FOR THE YEAR ENDED JUNE 30, 1993
-------------------------------------------------------------------------------- Waxman Fixed Money Diversified Industries Income Market Fund Fund Fund Fund Total ---------- --------- -------- --------- ---------- INCREASES: Contributions- Waxman Industries, Inc. $ - $ 132,000 $ - $ - $ 132,000 Participants 36,114 21,244 26,579 24,363 108,300 Investment Income- Dividend income-Waxman Industries, Inc. common stock - 22,167 - - 22,167 Dividend income - other 2,304 - - - 2,304 Interest income 5,890 419 3,940 2,493 12,742 Gain (loss) on sale of investments 2,333 (1,896) 493 - 930 ---------- --------- -------- --------- ---------- Total increases 46,641 173,934 31,012 26,856 278,443 ---------- --------- -------- --------- ---------- DECREASES: Distributions to former participants 35,644 54,602 4,286 10,890 105,422 Unrealized depreciation (appreciation) of investments (6,012) 294,369 (2,152) - 286,205 ---------- --------- -------- --------- ---------- Total decreases 29,632 348,971 2,134 10,890 391,627 ---------- --------- -------- --------- ---------- NET INCREASE (DECREASE) 17,009 (175,037) 28,878 15,966 (113,184) PARTICIPANTS' EQUITY, beginning of year 161,463 1,276,647 43,923 68,781 1,550,814 ---------- --------- -------- --------- ---------- PARTICIPANTS' EQUITY, end of year $ 178,472 $1,101,610 $ 72,801 $ 84,747 $1,437,630 ========== ========== ======== ========= ==========
The accompanying notes to financial statements are an integral part of this statement. 11 WAXMAN INDUSTRIES, INC. PROFIT SHARING AND 401(K) RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS JUNE 30, 1995, 1994 AND 1993 1. SUMMARY OF PLAN: General The Waxman Industries, Inc. Profit Sharing Retirement Plan (the Plan) was established as of July 1, 1974, and was completely amended and restated effective July 1, 1984 to comply with applicable law. The Plan was also amended effective July 1, 1988, to, among other things, add provisions under Section 401(K) of the Internal Revenue Code (the Code). Effective July 1, 1989 the Plan was again amended and restated to comply with the Tax Reform Act of 1986 and other subsequent applicable legislation. Effective April 1, 1994, all of Waxman Industries, Inc. and Subsidiaries' (the Company) U.S. operations, except Medal Distributing, were added to the Plan. Medal's non-union employees were added to the Plan effective July 1, 1994. Effective July 1, 1994, the Plan's name was changed to the Waxman Industries, Inc. Profit Sharing and 401(K) Retirement Plan. Effective October 1, 1994, the Plan's trustee and the recordkeeper disbursement agent and investor of the Plan were changed from National City Bank to Connecticut General Life Insurance Company (CIGNA). Plan assets were transferred to CIGNA on October 3, 1994. The above brief description is provided for general informational purposes only. Refer to the plan agreement for a more complete description of the Plan. Plan Eligibility Certain employees of the Company are eligible to participate in the Plan provided they are at least 21 years of age and have completed one year of service with the Company, as defined in the plan agreement. Employee and Employer Contributions Effective October 1, 1994, participants may defer up to 15% of their pretax compensation by making contributions to the Plan, subject to certain Code limitations. Prior to October 1, 1994, participants were able to defer up to 10% of their pretax compensation. Also, -1- 12 participants may direct the investment of their post September 1994 contributions to thirteen investment options. Participants have the option to transfer cumulative balances, except those relating to prior Company contributions, between investment options. Effective October 1, 1994, the Company may make discretionary matching contributions to the Plan of $.50 per every $1.00 contributed by the participant with the maximum Company match being 4% of the participants' compensation. The amount of Company contributions made to the Plan is limited by the Code and is determined at the discretion of the Board of Directors of the Company. Participants may direct the investment of the Company's year-end contributions beginning with the contribution for the 1994 fiscal year. Company contributions are allocated to the accounts of eligible participants on a monthly basis, as established in Section 4.2 of the Plan. For the plan year beginning July 1, 1995, the Company has determined that it will not contribute to the Plan. Investment options as of June 30, 1995 include the following: Fidelity Contrafund The Fidelity Contrafund is invested primarily in common stock and securities convertible into common stocks of both domestic and foreign companies. Fidelity Income & Growth Fund Fidelity Income & Growth Fund is invested in a diversified portfolio of equity and fixed-income securities. Guaranteed CIGNA Fund Guaranteed CIGNA Fund is invested primarily in commercial mortgages and private bond placements. This fund has a full guarantee by CIGNA against loss of principal and credited interest. This interest rate is periodically reviewed and revised to reflect current investment conditions. INVESCO Industrial Fund INVESCO Industrial Fund is invested primarily in dividend-paying common stocks of domestic industrial companies. It may also invest in fixed-income securities. Life 20, 30, 40, 50, & 60 Funds ("CIGNA LIFETIME FUNDS") The "CIGNA LIFETIME FUNDS" are a family of five distinct investment portfolios structured to maximize return and minimize risk over a specific time period based on the participant's approximate age. Each fund primarily is invested in a diversified mix of stock and bond funds, designed to fit the time horizons and risk tolerances of investors at different stages of their lives. -2- 13 20th Century Ultra Fund 20th Century Ultra Fund is invested primarily in common stocks of medium-sized companies that meet certain technical and fundamental criteria. Waxman Industries, Inc. Common Stock Fund The Waxman Industries, Inc. Common Stock Fund is invested only in common stock of the Company. Warburg Pincus Growth & Income Fund Warburg Pincus Growth & Income Fund is invested primarily in common stocks and securities which derive their value from common stocks. Warburg Pincus International Equity Fund Warburg Pincus International Equity Fund is invested primarily in common stocks of companies that are generally non-U.S. based. Investment options as of June 30, 1994 included the following: Diversified Fund The Diversified Fund was invested in securities, bonds, obligations, notes, debentures, mortgages, or other tangible or intangible property or interests in property, either real or personal. No part of such fund was invested in capital stock of the Company. Waxman Industries Fund The Waxman Industries Fund was invested only in common stock of the Company. This fund option is still available under the current Plan investment options. Fixed Income Fund The Fixed Income Fund was invested in high-quality bonds with heavy emphasis on U.S. Government securities. The maturity of these securities usually ranged from five to twelve years. Money Market Fund The Money Market Fund was invested in short-term securities (generally under 90-day maturities) such as certificates of deposit, repurchase agreements and treasury bills, which preserve capital. Earnings on this fund followed standard money market interest rate patterns. -3- 14 The Plan provides for the establishment and maintenance of several accounts for each participant which represent, in total, the participants' equity in the net assets of the Plan. The individual participants' accounts shall distinguish funds attributable to participant deferral contributions and Company contributions. Participants are immediately vested in the value of their contributions. Participants are vested in Company contributions ratably over five years of service and fully vest after five years of service. Realized and unrealized appreciation (depreciation) and market value changes of investments and investment income of the Plan are allocated on a pro-rata basis to the accounts of participants on a daily basis. Distributions to terminated participants generally commence at age 60 or earlier in cases of death or disability. The form of payment is designated by the participant. Earlier distributions of vested benefits may be made for participants who leave the Company prior to retirement if approved by the plan administrator. Under certain conditions, as indicated in Section 9.1 of the Plan, the plan administrator may permit participants to withdraw a portion of their Company contribution and/or participant deferral contribution. The Plan is administered by the Company acting through its Board of Directors. The Company may amend or terminate the Plan at its discretion, subject to applicable Internal Revenue Service regulations. The rights of all participants to benefits accrued prior to any such termination are nonforfeitable. The Plan's trustee maintains all records of investment transactions and determines the valuation of the investment portfolio. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Accounting The accompanying financial statements are prepared on the accrual basis of accounting. Contributions Contributions due from the Company are accrued as of the end of the fiscal year. There was no employee or employer contribution accrual as of June 30, 1995. Administrative Expenses Fees of the trustee, legal counsel and auditors of the Plan are paid by the Company and thus are not reflected in the accompanying financial statements. Costs specific to various transactions are paid directly by the Plan and are reflected in the accompanying statement of changes in participants' equity as of June 30, 1995. -4- 15 Investments The accompanying statements of participants' equity reflect investments at their market values as of June 30, 1995 and 1994. The Plan's trustee maintains all records of investment transactions and determines the valuation of the investment portfolio. Information with respect to: (1) investments held and their market values as presented in the statements of participants' equity and (2) unrealized appreciation and depreciation as presented in the statements of changes in participants' equity has been certified by the Plan's trustee as being complete and accurate. The records of Plan's new trustee (CIGNA) are based solely on market value. Accordingly, no historical cost basis information is available and is not disclosed in the schedules of assets held for investment purposes (Schedule I) and certain reportable transactions (Schedule II). 3. AMOUNTS DUE TO TERMINATED PARTICIPANTS: Participants' equity includes $40,109 of amounts due to terminated participants at June 30, 1995. These amounts are recorded as a liability in the Plan's Form 5500; however, these amounts are not recorded as a liability in the accompanying statements of participants' equity in accordance with generally accepted accounting principles. The following table reconciles participants' equity per the accompanying financial statements to the Form 5500 as filed by the Company for the year ended June 30, 1995:
Benefits Participants' Payable to Benefits Equity Participants Paid June 30, 1995 ------------ -------- ------------- Per financial statements $ - $109,493 $ 1,498,222 Accrued benefit payments 40,109 40,109 (40,109) --------- -------- ----------- Per Form 5500 $ 40,109 $149,602 $ 1,458,113 ========= ======== ===========
4. FEDERAL INCOME TAXES: The Plan obtained its latest determination letter on January 16, 1990, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Code. The Plan has been amended and restated since receiving the determination letter. An application for a favorable determination letter has been filed with the Internal Revenue Service with respect to -5- 16 the amended and restated Plan. The plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, the plan administrator believes that the Plan was qualified and the related trust was tax exempt as of June 30, 1995. Accordingly, income taxes have not been provided in the accompanying financial statements. Annually, informational returns are prepared and filed with the Internal Revenue Service. 5. PARTY-IN-INTEREST TRANSACTIONS: There were no prohibited transactions with a party in interest, as defined by ERISA. 6. REPORTABLE TRANSACTIONS: Schedule II summarizes the Plan's reportable transactions for the year ended June 30, 1995. As defined, a reportable transaction is a transaction or accumulation of transactions in one security in amounts in excess of 5% of the market value of the Plan's assets at the beginning of the plan year. -6- 17 SCHEDULE I WAXMAN INDUSTRIES, INC. PROFIT SHARING AND 401(K) RETIREMENT PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES JUNE 30, 1995 EMPLOYER IDENTIFICATION NUMBER: 34-0899894 PLAN NUMBER: 001
MARKET VALUE (a) ------------ 1,756 Units of Fidelity Contrafund $ 63,649 3,269 Units of Fidelity Income & Growth Fund 63,900 15,276 Units of Guaranteed CIGNA Fund 409,478 983 Units of INVESCO Industrial Fund 13,110 2,469 Units of Lifetime 20 Fund 27,801 7,716 Units of Lifetime 30 Fund 86,786 9,505 Units of Lifetime 40 Fund 104,848 8,016 Units of Lifetime 50 Fund 88,753 1,013 Units of Lifetime 60 Fund 10,998 1,792 Units of 20th Century Ultra Fund 43,948 322,449 Shares of Waxman Industries, Inc. Common Stock Fund 405,946 5,966 Units of Warburg Pincus Growth & Income Fund 91,869 4,635 Units of Warburg Pincus International Equity Fund 87,136 ---------- $1,498,222 ==========
(a) The Plan has requested historical cost information related to the above investments, however, this information has not been provided because of the nature of the trustee's recordkeeping system. The accompanying notes to financial statements are an integral part of this schedule. 18 SCHEDULE II WAXMAN INDUSTRIES, INC. PROFIT SHARING AND 401(K) RETIREMENT PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED JUNE 30, 1995 EMPLOYER IDENTIFICATION NUMBER: 34-0899894 PLAN NUMBER: 001
PURCHASE SELLING HISTORIC GAIN/ PRICE PRICE COST (LOSS) -------- ------- -------- ------ Purchases - NCB US Treasury Fund $427,329 - $427,329 $ - NCB Investment Fund - Fixed Income 23,700 - 23,700 - Fidelity Income & Growth Fund 62,764 - 62,764 - Guaranteed CIGNA Fund 413,224 - 413,224 - Lifetime 30 Fund 81,071 - 81,071 - Lifetime 40 Fund 98,891 - 98,891 - Lifetime 50 Fund 83,334 - 83,334 - Warburg Pincus Growth & Income Fund 88,061 - 88,061 - Warburg Pincus International Equity Fund 94,878 - 94,878 - Waxman Industries, Inc. Common Stock Fund 609,360 - 609,360 - Sales - NCB US Treasury Fund - $579,746 $579,746 - NCB Investment Fund - Fixed Income - 189,305 196,160 ( 6,855) Equity Fund - 98,476 85,909 12,567 Waxman Industries Fund - 577,682 661,080 (83,398) Fidelity Income & Growth Fund - 1,796 (a) (a) Guaranteed CIGNA Fund - 15,021 (a) (a) Lifetime 30 Fund - 1,225 (a) (a) Lifetime 40 Fund - 2,163 (a) (a) Lifetime 50 Fund - 1,490 (a) (a) Warburg Pincus Growth & Income Fund - 2,089 (a) (a) Warburg Pincus International Equity Fund - 4,253 (a) (a) Waxman Industries, Inc. Common Stock Fund - 9,027 (a) (a)
(a) The Plan has requested historical cost information related to the above investments, however, this information has not been provided because of the nature of the trustee's recordkeeping system. The accompanying notes to financial statements are an integral part of this schedule. 19 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Waxman Industries, Inc. Profit-Sharing and 401(K) Retirement Plan /s/ Andrea Luiga ----------------------------- Andrea Luiga Chief Financial Officer and Principal Accounting Officer December 27, 1995 ----------------------------- Date 20 WAXMAN INDUSTRIES, INC. PROFIT SHARING AND 401(K) RETIREMENT PLAN FORM 11-K INDEX TO EXHIBITS
EXHIBIT NO. PAGE NO. 23.
EX-23 2 EXHIBIT 23 1 ARTHUR ANDERSEN ARTHUR ANDERSEN & CO, SC --------------------- Arthur Andersen LLP --------------------- 1717 East Ninth Street Cleveland OH 44114 216 781 2140 Exhibit 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K, into the Company's previously filed Form S-8 Registration Statement No. 33-57477. Arthur Andersen LLP Cleveland, Ohio, December 22, 1995 -----END PRIVACY-ENHANCED MESSAGE-----