<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K

      (Mark One)

      [X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (Fee Required)

      For the fiscal year ended February 28, 1997

      [ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)

      For the transition period from _______ to ________.

      Commission File No. 1-5774

                             THE TRANZONIC COMPANIES
--------------------------------------------------------------------------------
             (Exact Name of Registrant as specified in its Charter)

              OHIO                                   34-0664235
 --------------------------------              ------------------------
 (State or Other Jurisdiction of                 (I.R.S. Employer
  Incorporation or Organization)               Identification Number)

30195 Chagrin Boulevard, Pepper Pike, Ohio             44124
------------------------------------------     ------------------------
(Address of Principal Executive Office)              (ZIP Code)

                                 (216) 831-5757
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

    Securities registered pursuant to Section 12(b) of the Act:

    TITLE OF EACH CLASS           NAME OF EXCHANGE ON WHICH
    --------------------          -------------------------
                                  REGISTERED
                                  -------------------------
    Common Shares                 American Stock Exchange
    without par value

    Securities registered pursuant to Section 12(g) of the Act:
    None

    Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes  X    No       
                                              ---      ---

                       [Cover Continued on Following Page]
<PAGE>   2
    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. [ ]

    Aggregate market value of voting stock held by non-affiliates of the
Registrant on April 25, 1997: $24,451,112.

    Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date:

3,469,338 Common Shares without par value at April 25, 1997


                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of Registrant's Notice of Annual Meeting and Proxy Statement dated May
14, 1997 -- Part III. Neither the Report of the Compensation Committee on
Executive Compensation nor the Performance Graph contained in the Registrant's
Notice of Annual Meeting and Proxy Statement dated May 14, 1997 shall be deemed
incorporated by reference herein.

Portions of the Registrant's 1997 Annual Report to Shareholders -- Parts I and
II.
<PAGE>   3
                                     PART I


ITEM 1.  BUSINESS

    The Tranzonic Companies (the "Corporation") was incorporated under the laws
of the State of Ohio on September 26, 1946. The Corporation adopted its current
name on December 13, 1983.

    The Corporation and its subsidiaries (hereinafter collectively referred to
as the "Registrant") are engaged principally in the distribution (and in the
majority of instances, designing, processing, producing and manufacturing) of
(i) personal care products, including feminine napkins, Tampax(R) tampons (and
the machines through which both are dispensed), children's disposable diapers,
adult incontinent briefs and washroom disposable products; (ii) industrial
textiles; (iii) cleaning and safety products; and (iv) spiral-wound paper tubes
and cores. The Registrant distributes its products throughout the United States
from manufacturing and distribution facilities located in Ohio, Kentucky,
Arizona, Nevada, Tennessee, Illinois, South Carolina, and Florida. In addition,
the Registrant sells industrial textiles in Canada; manufactures paper tubing
and cores in the United Kingdom and distributes paper tubing and cores in
various foreign markets; and sells a limited amount of personal care products in
foreign markets.

    The Registrant operates in one industry segment which is the conversion of
paper, textile and allied materials. The majority of the Registrant's products
are produced from large rolls of paper, textile or allied products purchased
directly from the mills where such materials are manufactured. These raw
materials make up a significant amount of the total product cost of the
Registrant's products. As a result, each of the Corporation's divisions
displays similar purchasing characteristics, such as bulk purchasing of raw
materials at discount prices from similar manufacturers, and similar
manufacturing and processing characteristics of those raw materials. In
addition, the end-use of many of the Registrant's products is similar, as many
of the Registrant's sales are of disposable products that are used for
personal hygiene and cleaning.

    The Registrant, through its Personal Care Division, markets and distributes
through independent sales representatives various products, including feminine
napkins such as Maxithins(R), Tampax(R) tampons, children's disposable diapers,
adult incontinence briefs, toilet seat covers, condoms and related items, as
well as restroom deodorant systems, washroom accessories and supplies. The
Registrant manufactures all of the feminine napkins, children's diapers, adult
incontinence products and toilet seat


                                       -1-
<PAGE>   4
covers which it distributes, and manufactures machines which dispense feminine
napkins, Tampax(R) tampons, condoms and other similar products. The Division is
the exclusive distributor of Tampax(R) tampons to the institutional trade for
resale by others primarily through coin-operated dispensing machines in the
United States, Canada and Mexico. The Division also wholesales, for resale
through vending machines, its proprietary feminine napkins, which have been
marketed by the Division and a predecessor since 1923 under its trademark
Gards(R) and now Maxithins(R), and condoms manufactured by others. The Division
markets feminine napkins under its trademarks Maxithins(R), Everyday(R), Safe &
Soft(R) and Soft & Thin(R) and packages the feminine napkins which it
manufactures for private label sale to retail outlets. The Division markets
children's disposable diapers for over-the-counter sales under its trademarks
Precious(R) and Bottoms Up(R) and under private labels. The Division also
markets adult incontinence products under its trademark At Ease(R), toilet seat
covers and odor control products under its trademark Health Gards(R), and
disposable Gards(R) obstetrical pads. The Division also distributes stainless
steel washroom accessories and supplies under the name Hospeco(R), including
such items as handrails for the handicapped and dispensers for paper towels,
tissues, soap and toilet seat covers.

    Through its wholly-owned subsidiary CCP Industries, Inc., the Registrant
processes, packages and distributes a varied range of industrial textiles and
related products. These products include industrial wiping materials, cleaning
chemicals, restroom supplies, disposable and durable work clothing, floor mats,
napery and safety products. This subsidiary employs a nationwide sales force
which markets such products to industrial, commercial and institutional users in
every state of the continental United States and in portions of Canada. In July,
1996, CCP Industries, Inc. acquired certain of the assets, properties and
business of First Step, a division of Dailey's, Inc., a Tennessee corporation,
which division sells and distributes safety, first aid and infection control
products. In July, 1996, CCP Industries, Inc. also acquired substantially all of
the business and assets of Supply Line, Inc., a Tennessee corporation, which
converts and sells non-woven and woven textile wiping and polishing cloths to
distributors and end-users. In October, 1996, CCP Industries, Inc. acquired
substantially all of the assets, properties and business of the Midwest
Disposable Products Division, Chicago Sanitary Division, and Globe Cotton Mills
Division of Cook & Riley, Inc., a Delaware corporation, each of which divisions
converts and sells woven and non-woven industrial wiping cloths.

    Through its wholly-owned subsidiary Baxter Tube Company, the Registrant
manufactures and distributes spiral-wound paper tubes and cores for use by a
variety of businesses, including the


                                       -2-
<PAGE>   5
automotive, fiberglass and textile industries. Baxter Tube Company also
manufactures a line of paper sleeving products. Although Baxter Tube Company
distributes its products principally throughout the United States, the bulk are
distributed in the Midwest and Midsouth. In addition, this subsidiary
distributes a limited amount of its products to Canada, Mexico, England, Taiwan,
South Africa, Venezuela, Abu Dhabi and Saudi Arabia. This subsidiary sells
directly and through the services of independent marketing agents. In March,
1997 (subsequent to the Company's fiscal year end), Baxter Tube Company acquired
substantially all of the spiral-wound paper tube and fiberglass core business,
properties and assets of Unity Paper Tubes, a division of Wyndeham Press Group
PLC, a United Kingdom corporation. This operation, located near Manchester,
England, manufacturers and sells spiral wound paper tubes and cores for a
variety of end users, including the fiberglass, textile and papermill
industries.

    Historically, aggregate revenues derived from foreign sources have not
constituted a material portion of the Registrant's gross revenues. With the
addition of its United Kingdom subsidiary, the Registrant expects foreign source
revenue to increase substantially.

    On March 29, 1996, the Registrant sold substantially all of the assets of
its Housewares Division to Whitney-Corr-Pak International, Inc. for
approximately Ten Million Dollars ($10,000,000). Through that division, the
Registrant formerly designed, produced, manufactured and sold to retailers and
others laundry products, closet storage and closet organization products, cedar
storage products, and personal travel organizers.


Competition, Business Practices and Background Information

    The Registrant's operations are highly competitive and the principal bases
of competition are (i) quality and type of goods sold and services rendered and
(ii) price. Some of the Registrant's competitors have greater financial
resources than the Registrant and include manufacturers and distributors dealing
directly with retail or industrial customers. Based upon the limited information
available, the Registrant believes that it is not a significant factor in any
market in which it operates except for the distribution of feminine napkins and
tampons for resale through coin-operated dispensing machines.

    The Registrant does not have any special or unusual working capital
requirements. The nature of the Registrant's business does not require it to
carry significant amounts of inventory to meet rapid delivery requirements of
customers or to assure itself of a continuous allotment of goods from suppliers.
The


                                       -3-
<PAGE>   6
Registrant believes that its practices relating to working capital items are
consistent with industry practices.

    As of April 25, 1997, the Registrant had approximately 1,027 employees, some
of whom are represented by various labor unions. The Registrant considers its
employee relations satisfactory.

    The Registrant uses in its business various service marks, trademarks, trade
names, and patents. The Registrant's patents relate to lock mechanisms utilized
in its coin-operated dispensing machines and to the process and manufacture of
paper tubes for the fiberglass industry. The Registrant's service marks,
trademarks, and trade names protect certain marks and names printed on the
Registrant's products. These marks and names are significant to the extent they
provide the Registrant with a certain amount of goodwill in the industry.
Although each of the foregoing contributes to the profitability of the
Registrant, the Registrant does not consider a material part of its business to
be dependent on any one or group of them.


ITEM 2.  PROPERTIES

    The following chart describes the principal properties that are owned by the
Registrant or one of its subsidiaries:


Location                    Principal Use                Approximate Acreage
--------                    -------------                -------------------
Cleveland, Ohio             Office, warehouse and               7 acres
                            manufacturing facilities

Nicholasville,              Office, warehouse and               13.14 acres
Kentucky                    manufacturing facilities

Minerva, Ohio               Office, warehouse and               3.5 acres
                            manufacturing facilities

Leyland, England            Office, warehouse and               2.17 acres
                            manufacturing facilities


                                       -4-
<PAGE>   7
The following chart describes the principal properties that are leased by the
Registrant or one of its subsidiaries:

                                   Approximate
                Principal           Square          Expiration        Renewal
Location           Use              Footage            Date           Options
--------        ---------          -----------      ----------        -------
Highland        Office,             108,750           2/28/09         Two 10-
Heights,        warehouse                                             year
Ohio            and manu-                                             renewal
                facturing                                             options
                facilities

Tempe,          Office,              50,580           2/28/09         Two 10-
Arizona         warehouse                                             year
                and manu-                                             renewal
                facturing                                             options
                facilities

Alcoa,          Office and          124,524         12/31/02          One 5-
Tennessee       warehouse                                             year
                                                                      renewal
                                                                      option

Hialeah         Office,              13,200         3/31/02           One 5-
Gardens,        warehouse                                             year
Florida         and manu-                                             renewal
                facturing                                             option
                facilities

Bedford         Office,              31,250          10/15/97         Four 6-
Park, Ohio      warehouse                                             month
                and manu-                                             renewal
                facturing                                             options
                facilities

Ware Shoals,    Office               26,250          3/14/04          One 5-
South           warehouse                                             year
Carolina        and manu-                                             renewal
                facturing                                             option
                facilities

Pepper          Corporate             6,100          2/28/98          Two 5-
Pike,           headquarters                                          year
Ohio                                                                  renewal
                                                                      options


                                       -5-
<PAGE>   8
ITEM 3.  PENDING LEGAL PROCEEDINGS

    The Registrant is not a party to any material pending legal proceedings.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.


EXECUTIVE OFFICERS OF THE REGISTRANT

    The age (as of April 25, 1997), business experience during the past five
years, and offices held by each of the Registrant's executive officers who is
not also a Director of the Registrant are reported below. The Registrant's Code
of Regulations provides that officers shall hold office until their successors
are chosen and qualified in their stead, and that any officer may be removed
from office at any time by the Registrant's Board of Directors.

    Dennis H. Kelly: Age 59; Vice President of the Registrant since June 1,
1989.

    Richard J. Sims: Age 46; Senior Vice President of the Registrant since 1992.
Previously, Senior Vice President and General Counsel of Victoria Financial
Corporation (insurance holding corporation).

    Alayne L. Reitman: Age 33; Treasurer, Vice President--Finance and Chief
Financial Officer of the Registrant since October 1993. Previously, Financial
Analyst for American Airlines.

    Richard J. Pennza: Age 42; Chief Accounting Officer of the Registrant since
October 1993. Previously, Controller of the Registrant.

                                     PART II


ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS

    Information in response to this Item is set forth on page 24 of the
Registrant's 1997 Annual Report to Shareholders (Exhibit 13), which information
is incorporated herein by reference.


                                       -6-
<PAGE>   9
ITEM 6.  SELECTED FINANCIAL DATA

    Information in response to this Item is set forth on page 13 of the
Registrant's 1997 Annual Report to Shareholders (Exhibit 13), which information
is incorporated herein by reference.


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

    Information in response to this Item is set forth on pages 9 through 12 of
the Registrant's 1997 Annual Report to Shareholders (Exhibit 13), which
information is incorporated herein by reference.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    (a)   Financial Statements

          Information in response to this Item is set forth on pages 14 through
23 of the Registrant's 1997 Annual Report to Shareholders (Exhibit 13), which
information is incorporated herein by reference.

    (b)   Supplementary Data

          Information in response to this Item is set forth in the financial
statement schedules set forth on pages 13 through 15 of this Form 10-K.


ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

    None.

                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    The information required in response to this Item in respect of Directors is
set forth under the caption "Election of Directors" in the Registrant's proxy
statement dated May 14, 1997 (Exhibit 99), which information is incorporated
herein by reference. The information required by this Item in respect of
Executive Officers who are not also Directors of the Registrant is set forth on
page 6 of this Form 10-K and is incorporated herein by reference.


                                       -7-
<PAGE>   10
ITEM 11. EXECUTIVE COMPENSATION

    Information in response to this Item is set forth under the caption
"Compensation of Executive Officers" in the Registrant's proxy statement dated
May 14, 1997 (Exhibit 99), which information is incorporated herein by
reference.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    Information in response to this Item is set forth under the caption
"Beneficial Ownership of Common Shares" in the Registrant's proxy statement
dated May 14, 1997 (Exhibit 99), which information is incorporated herein by
reference.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    Information in response to this Item is set forth under the caption
"Election of Directors" in the Registrant's proxy statement dated May 14, 1997
(Exhibit 99), which information is incorporated herein by reference.


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

    (a)   The following documents are filed as part of this report:

          1.    See the Index to Financial Statements for a list of consolidated
                financial statements and financial statement schedules included
                or incorporated herein by reference.

          2.    Exhibits:

                Exhibit Number

                3(a)        Amended Articles of Incorporation (incorporated by
                            reference to Exhibit 3(a) of the Registrant's Form
                            10-K for the fiscal year ended February 28, 1993)

                3(b)(i)     Certificate of Amendment to Amended Articles of
                            Incorporation filed June 16, 1992 (incorporated by
                            reference to Exhibit 3(b) of the Registrant's Form
                            10-K for the fiscal year ended February 28, 1993)


                                       -8-
<PAGE>   11
                3(b)(ii)    Certificate of Amendment to Amended Articles of
                            Incorporation filed August 7, 1996 (incorporated by
                            reference to Exhibit 10 of the Registrant's Form
                            10-Q for the fiscal quarter ended November 30, 1996)

                3(c)        Code of Regulations (incorporated by reference to
                            Exhibit 3(c) of the Registrant's Form 10-K for the
                            fiscal year ended February 28, 1994)

                10(a)*      1989 Incentive Stock Option Plan (incorporated by
                            reference to Exhibit 10(f) of the Registrant's Form
                            10-K for the fiscal year ended February 28, 1990)

                10(b)*      1995 Incentive Stock Option Plan (incorporated by
                            reference to Exhibit 10(e) of the Registrant's Form
                            10-K for the fiscal year ended February 28, 1994)

                10(c)*      Adoption Agreement dated March 1, 1996 and PRISM(R)
                            Prototype Retirement Plan and Trust (incorporated by
                            reference to Exhibit 10(c) of the Registrant's Form
                            10-K for the fiscal year ended February 29, 1996)

                10(d)*      Deferred Compensation Plan for Non-Employee
                            Directors (incorporated by reference to Exhibit
                            10(k) of the Registrant's Form 10-K for the fiscal
                            year ended February 28, 1993)

                10(e)*      1992 Supplemental Benefit Plan (incorporated by
                            reference to Exhibit 10(l) of the Registrant's Form
                            10-K for the fiscal year ended February 28, 1993)

                10(f)*      Supplemental Retirement and Nonqualified Deferred
                            Compensation Plan

                10(g)       Credit Agreement dated as of October 7, 1993, with
                            Society National Bank, individually and as Agent,
                            and National City Bank for borrowings up to
                            $30,000,000 (incorporated by reference to Exhibit
                            10(i) of the Registrant's Form 10-K for the fiscal
                            year ended February 28, 1995)


                                       -9-
<PAGE>   12
                10(h)       First Amendment dated as of June 30, 1994 to Credit
                            Agreement with Society National Bank, individually
                            and as Agent, and National City Bank (incorporated
                            by reference to Exhibit 10(j) of the Registrant's
                            Form 10-K for the fiscal year ended February 28,
                            1995)

                10(i)       Second Amendment to Credit Agreement dated June 7,
                            1996, between the Registrant, Society National Bank
                            and National City Bank (incorporated by reference to
                            the Registrant's Form 10-Q for the fiscal quarter
                            ended May 31, 1996)

                10(j)       Extension of Commitment Period under Credit
                            Agreement dated September 24, 1996 by KeyBank as
                            successor in interest to Society National Bank

                10(k)*      Employment Agreement dated June 20, 1990 between the
                            Registrant and Morton L. Reitman (incorporated by
                            reference to Exhibit 10(p) of the Registrant's Form
                            10-K for the fiscal year ended February 28, 1991)

                10(l)*      Consultant Agreement dated January 29, 1986 between
                            the Registrant and Morton L. Reitman (incorporated
                            by reference to Exhibit 10(r) of the Registrant's
                            Form 10-K for the fiscal year ended February 28,
                            1990)

                10(m)*      Employment Agreement dated June 18, 1990 between the
                            Registrant and Robert S. Reitman (incorporated by
                            reference to Exhibit 10(r) of the Registrant's Form
                            10-K for the fiscal year ended February 28, 1991)

                10(n)*      Employment Agreement dated June 18, 1990 between the
                            Registrant and David J. Golden (incorporated by
                            reference to Exhibit 10(p) of the Registrant's Form
                            10-K for the fiscal year ended February 29, 1992)

                10(o)*      Employment Agreement dated March 1, 1995 between
                            Baxter Tube Company and Dennis Kelly (incorporated
                            by reference to Exhibit 10(p) of the Registrant's
                            Form 10-K for the fiscal year ended February 28,
                            1995).


                                      -10-
<PAGE>   13
                10(p)*      Employment Agreement dated July 1, 1992 between the
                            Registrant and Richard J. Sims (incorporated by
                            reference to Exhibit 10(v) of the Registrant's Form
                            10-K for the fiscal year ended February 28, 1993)

                10(q)*      Amendment dated June 13, 1995 to Employment
                            Agreement between the Registrant and Richard J. Sims

                10(r)       Asset Purchase Agreement by and among
                            Whitney-Corr-Pak International, Inc., the
                            Registrant, Design Trend, Inc. and Ever- Ready
                            Appliance Mfg. Co. dated February 29, 1996
                            (incorporated by reference to Exhibit 10.1 of the
                            Registrant's Current Report on Form 8-K dated March
                            29, 1996)


                13          The Registrant's 1997 Annual Report to Shareholders

                21          Subsidiaries of the Registrant

                24          Powers of Attorney

                27**        Financial Data Schedule

                99          Notice of Annual Meeting and Proxy Statement dated
                            May 14, 1997 (filed by the Registrant with the
                            Securities and Exchange Commission on May 14, 1997)

          *Management contract or compensatory plan or arrangement required to
be filed as an Exhibit hereto.

          **Filed only in electronic format pursuant to Item 601(b)(27) of
Regulation S-K.

          (b) Reports on Form 8-K

No report on Form 8-K was filed during the last quarter of the Registrant's
fiscal year ended February 28, 1997.


                                      -11-
<PAGE>   14
                               S I G N A T U R E S


    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                  THE TRANZONIC COMPANIES

                                  By: /s/ Robert S. Reitman
                                     --------------------------------------
                                     Robert S. Reitman
                                     Chairman, President and
                                     Principal Executive Officer
Dated:  May 19, 1997

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

Dated:  May 19, 1997                  /s/ Robert S. Reitman
                                     --------------------------------------
                                     Robert S. Reitman
                                     Director

Dated:  May 19, 1997                  /s/ Alayne L. Reitman
                                     --------------------------------------
                                     Alayne L. Reitman
                                     Principal Financial Officer

Dated:  May 19, 1997                  /s/ Richard J. Pennza
                                     --------------------------------------
                                     Richard J. Pennza
                                     Principal Accounting Officer

                                     James H. Berick, Director
                                     Joseph A. Campanella, Director
                                     David J. Golden, Director
                                     Steven W. Percy, Director
                                     Morton L. Reitman, Director
                                     Sylvia K. Reitman, Director
                                     Thomas S. Robertson, Director
                                     James C. Spira, Director


Dated:  May 19, 1997                 By: /s/ Robert S. Reitman
                                        -----------------------------------
                                        Robert S. Reitman
                                        Attorney in Fact

    Powers of attorney authorizing Robert S. Reitman to sign this Annual Report
on Form 10-K on behalf of Directors of the Registrant are being filed with the
Securities and Exchange Commission herewith (Exhibit 24).


                                      -12-
<PAGE>   15
                            THE TRANZONIC COMPANIES

                                     Index

Financial Statements

Audited:

  Consolidated Balance Sheets
    February 28, 1997 and February 29, 1996

  Consolidated Statements of Operations
    Years ended February 28, 1997, February 29, 1996, and February 28, 1995

  Consolidated Statements of Shareholders' Equity
    Years ended February 28, 1997, February 29, 1996, and February 28, 1995

  Consolidated Statements of Cash Flows
    Years ended February 28, 1997, February 29, 1996, and February 28, 1995

  Notes to Consolidated Financial Statements
    Years ended February 28, 1997, February 29, 1996, and February 28, 1995

Schedule

Valuation and Qualifying Accounts and Reserves                      Schedule II

All other schedules have been omitted because the material is not applicable or
is not required as permitted by the rules and regulations of the Commission,
or the required information is included in notes to consolidated financial
statements.

Financial statements of the parent company are omitted because it is primarily
an operating company and all subsidiaries included in the consolidated
financial statements are wholly owned.

                                      -13-

<PAGE>   16
                          INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
The Tranzonic Companies:

Under date of March 31, 1997, we reported on the consolidated balance sheets of
The Tranzonic Companies as of February 28, 1997 and February 29, 1996, and the
related consolidated statements of operations, shareholders' equity, and cash
flows for each of the years in the three-year period ended February 28, 1997,
as contained in the 1997 annual report to shareholders. These consolidated
financial statements and our report thereon are incorporated by reference in
the annual report on Form 10-K for the year 1997. In connection with our audits
of the aforementioned consolidated financial statements, we also have audited
the financial statement schedule as listed in the accompanying index. This
financial statement schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion on this financial statement
schedule based on our audits.

In our opinion, this financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly in all material respects the information set forth therein.

/s/ KPMG Peat Marwick LLP

March 31, 1997




                                      -14-

<PAGE>   17
                                                                     Schedule II


                            THE TRANZONIC COMPANIES

                 Valuation and Qualifying Accounts and Reserves

     Years ended February 28, 1997, February 29, 1996 and February 28, 1995



<TABLE>
<CAPTION>
                                                           Additions
                                                  --------------------------
                                   Balance at     Charged to                                        Balance at
                                   Beginning      Costs and                                           End of
     Classification                of Period      Expenses        Recoveries        Deductions        Period
     --------------                ---------      ----------      ----------        ----------      ----------
<S>                               <C>            <C>             <C>               <C>              <C>
Year ended February 28, 1997
  Allowance for doubtful
    accounts receivable            $290,500        99,248            9,798            95,846(A)       298,700
                                   ========       =======           ======           =======          =======


Year ended February 29, 1996
  Allowance for doubtful
    accounts receivable            $408,500        36,303           92,379           246,682(B)       290,500
                                   ========       =======           ======           =======          =======


Year ended February 28, 1995
  Allowance for doubtful
    accounts receivable            $337,000       229,651           90,109           248,260(A)       408,500
                                   ========       =======           ======           =======          =======


------------
(A) Accounts written off.
(B) Accounts written off of $173,816 and $72,866 of reserves reclassified to
    net assets of discontinued operations.

</TABLE>


                                      -15-