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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                            ------------------------
 
                                  FORM 10-K/A
 
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                                    OF 1934
 
                    FOR THE FISCAL YEAR ENDED JUNE 30, 1996
 
                                       OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                                    OF 1934
 
                 FOR THE TRANSITION PERIOD FROM              TO
 
                         COMMISSION FILE NUMBER 0-5888
 
                            ------------------------
 
                            WAXMAN INDUSTRIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                DELAWARE                               34-0899894
        (STATE OF INCORPORATION)         (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
           24460 AURORA ROAD,                             44146
          BEDFORD HEIGHTS, OHIO                         (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)  
 
                                 (216) 439-1830
              (REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE)
 
                            ------------------------
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 
                                                         (NAME OF EACH EXCHANGE
    (TITLE OF EACH CLASS)                                  ON WHICH REGISTERED)
------------------------------                           -----------------------
 Common Stock, $.01 par value                            New York Stock Exchange
                                                         Chicago Stock Exchange
                             ------------------------

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) 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 ninety (90) days.
                               Yes [X]     No [ ]
 
    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]
 
    Aggregate market value of voting stock held by non-affiliates of the
registrant based on the closing price at which such stock was sold on the New
York Stock Exchange on October 11, 1996: $26,907,849
 
      NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF OCTOBER 11, 1996:
                             COMMON STOCK 9,700,453
                         CLASS B COMMON STOCK 2,153,196

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<PAGE>   2
 
     The Annual Report on Form 10-K for the fiscal year ended June 30, 1996
(File Number 001-10273) of Waxman Industries, Inc. (the "Company") is hereby
amended by deleting therefrom Footnote 1 to the Selected Financial Information
and Note 13 to the Consolidated Financial Statements included therein in its
entirety and substituting therefor, respectively, the following Footnote 1 to
the Selected Financial Information and Note 13 to the Consolidated Financial
Statements to reflect the addition of certain information.

(1) During fiscal 1996, the Company identified an intercompany inventory
    reconciling item between Consumer Products and WAMI and has restated prior
    year financial statements to reflect the correction of this item. The effect
    of this restatement was as follows:

<TABLE>
<CAPTION>
                                                           AS PREVIOUSLY        AS
                                                              REPORTED        RESTATED
                                                           -------------     ---------
          <S>                                              <C>               <C>
          Stockholders' Equity:
          At June 30, 1991.............................      $  38,066       $ 37,866
          At June 30, 1992.............................         40,827         40,427
          At June 30, 1993.............................          7,496          6,196
          At June 30, 1994.............................        (37,709)       (40,009)
          At June 30, 1995.............................        (60,397)       (62,697)
          Operating Income:
          Fiscal 1991..................................      $  14,667       $ 14,467
          Fiscal 1992..................................         14,899         14,699
          Fiscal 1993..................................          4,691          3,791
          Fiscal 1994..................................         18,213         17,213
          Income (loss) from continuing operations
          before minority interest, discontinued
          operations, extraordinary loss and cumulative
          effect of change in accounting:
          Fiscal 1991..................................      $  (2,115)      $ (2,315)
          Fiscal 1992..................................         (4,358)        (4,558)
          Fiscal 1993..................................        (15,890)       (16,790)
          Fiscal 1994..................................         (3,472)        (4,472)
          Net income (loss):
          Fiscal 1991..................................      $   2,228       $  2,028
          Fiscal 1992..................................         (4,398)        (4,598)
          Fiscal 1993..................................        (29,240)       (30,140)
          Fiscal 1994..................................        (51,888)       (52,888)
          Earnings per Share (Primary and Fully
            Diluted):
          Income (loss) from continuing operations
          before minority interest, discontinued
          operations, extraordinary loss and 
          cumulative effect of change in accounting:                                  
          Fiscal 1991..................................      $   (0.22)       $ (0.24)  
          Fiscal 1992..................................          (0.44)         (0.46)  
          Fiscal 1993..................................          (1.37)         (1.44)  
          Fiscal 1994..................................          (0.30)         (0.39)
          Net Income (loss):  
          Fiscal 1991..................................          $0.23          $0.21
          Fiscal 1992..................................          (0.45)         (0.47)
          Fiscal 1993..................................          (2.51)         (2.58)
          Fiscal 1994..................................          (4.44)         (4.53)
 
---------------
<FN>

    Corresponding changes have been made to the consolidated balance sheets to
    reduce inventories.
</TABLE>


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<PAGE>   3
13. RESTATEMENT OF PRIOR YEAR FINANCIAL STATEMENTS
 
     During 1996, the Company identified an intercompany inventory reconciling
item between Consumer Products and WAMI and has restated prior year financial
statements to reflect the correction of this item.
 
     The effect of this restatement was as follows:
 
<TABLE>
<CAPTION>
                                                                   AS PREVIOUSLY
                                                                     REPORTED        AS RESTATED
                                                                   -------------     -----------
    <S>                                                            <C>               <C>
    Total Stockholders Equity:
    At June 30, 1992............................................     $  40,827        $  40,427
    At June 30, 1993............................................         7,496            6,196
    At June 30, 1994............................................       (37,709)         (40,009)
    At June 30, 1995............................................       (60,397)         (62,697)
    Operating Income:
    Fiscal 1992.................................................     $  14,899        $  14,699
    Fiscal 1993.................................................         4,691            3,791
    Fiscal 1994.................................................        18,213           17,213
    Income (loss) from continuing operations before minority
    interest, discontinued operations, extraordinary loss and
    cumulative effect of change in accounting:
    Fiscal 1992.................................................     $  (4,358)       $  (4,558)
    Fiscal 1993.................................................       (15,890)         (16,790)
    Fiscal 1994.................................................        (3,472)          (4,472)
    Net income (loss):
    Fiscal 1992.................................................     $  (4,398)       $  (4,598)
    Fiscal 1993.................................................       (29,240)         (30,140)
    Fiscal 1994.................................................       (51,888)         (52,888)
    Earnings per Share (Primary and Fully Diluted):
    Income (loss) from continuing operations before minority 
    interest, discontinued operations, extraordinary loss and 
    cumulative effect of change in accounting:                                  
    Fiscal 1992.................................................     $   (0.44)       $   (0.46)  
    Fiscal 1993.................................................         (1.37)           (1.44)  
    Fiscal 1994.................................................         (0.30)           (0.39)
    Net Income (loss):  
    Fiscal 1992.................................................        $(0.45)          $(0.47)
    Fiscal 1993.................................................         (2.51)           (2.58)
    Fiscal 1994.................................................         (4.44)           (4.53)
</TABLE>
 
     Corresponding changes have been made to the consolidated balance sheets to
reduce inventories.
 
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<PAGE>   4
 
EXHIBITS
 
<TABLE>
<S>       <C>
 3.1*     Certificate of Incorporation of the Company dated October 27, 1989 (Exhibit 3(a) to
          the Company's Form S-8 filed December 4, 1989, File No. 0-5888, incorporated herein
          by reference).
 3.2*     By-laws of the Company. (Exhibit 3.2 to Annual Report on Form 10-K for the year
          ended June 30, 1990, File No. 0-5888, incorporated herein by reference.)
 4.1*     Indenture dated as of June 1, 1989 (the "Ameritrust Indenture") between the Company
          and Ameritrust Company National Association (Exhibit 4.1 to Annual Report on Form
          10-K for the year ended June 30, 1989, File No. 0-5888, incorporated herein by
          reference).
 4.2*     Form of the Company's 13 3/4% Senior Subordinated Note due June 1, 1999 (Exhibit 4.2
          to Annual Report on Form 10-K for the year ended June 30, 1989, File No. 0-5888,
          incorporated herein by reference).
 4.3*     First Supplemental Indenture to the Ameritrust Indenture dated November 29, 1989.
          (Exhibit 4.2 to Annual Report on Form 10-K for the year ended June 30, 1990, File
          No. 0-5888, incorporated herein by reference.)
 4.4*     Second Supplemental Indenture to the Ameritrust Indenture dated November 23, 1993
          (Exhibit 4.3 to Waxman Industries, Inc.'s Form S-2 filed July 8, 1994, incorporated
          herein by reference).
 4.5*     Third Supplemental Indenture to the Ameritrust Indenture dated May 20, 1994 (Exhibit
          4.4 to Waxman Industries, Inc.'s Form S-2 filed July 8, 1994 incorporated herein by
          reference).
 4.6*     Indenture, dated as of May 20, 1994, by and between Waxman Industries, Inc. and The
          Huntington National Bank, as Trustee, with respect to the Deferred Coupon Notes,
          including the form of Deferred Coupon Notes (Exhibit 4.1 to Waxman Industries,
          Inc.'s Form S-4 filed June 20, 1994, incorporated herein by reference).
 4.7*     Warrant Agreement, dated as of May 20, 1994, by and between Waxman Industries, Inc.
          and The Huntington National Bank, as Warrant Agent (Exhibit 4.2 to Waxman
          Industries, Inc.'s Form S-4 filed June 20, 1994, incorporated herein by reference).
 4.8*     Warrant Certificate (Exhibit 4.3 to Waxman Industries, Inc.'s Form S-4 filed June
          20, 1994, incorporated herein by reference).
 4.9*     Securities Purchase Agreement for Notes and Warrants dated as of September 17, 1991,
          among the Company and each of the Purchasers referred to therein. (Exhibit 4.4 to
          Annual Report on Form 10-K for the year ended June 30, 1991, File No. 0-5888,
          incorporated herein by reference).
 4.10*    Indenture dated as of September 1, 1991, (the "U.S. Trust Indenture") between the
          Company and United States Trust Company of New York. (Exhibit 4.5 to Annual Report
          on Form 10-K for the year ended June 30, 1991, File No. 0-5888, incorporated herein
          by reference).
 4.11*    Form of the Company's Floating Rate Senior Secured Notes due September 1, 1998.
          (Exhibit 4.6 to Annual Report on Form 10-K for the year ended June 30, 1991, File
          No. 0-5888, incorporated herein by reference).
 4.12*    Form of the Company's 12.25% Fixed Rate Senior Secured Notes due September 1, 1998.
          (Exhibit 4.7 to Annual Report on Form 10-K for the year ended June 30, 1991, File
          No. 0-5888, incorporated herein by reference).
 4.13*    First Supplemental Indenture to the U.S. Trust Indenture dated November 15, 1993
          (Exhibit 4.8 to Waxman Industries, Inc.'s Form S-2 filed July 8, 1994, incorporated
          herein by reference).
 4.14*    Second Supplemental Indenture to the U.S. Trust Indenture dated March 25, 1994
          (Exhibit 4.9 to Waxman Industries, Inc.'s Form S-2 filed July 8, 1994, incorporated
          herein by reference).
 4.15*    Third Supplemental Indenture to the U.S. Trust Indenture dated May 20, 1994 (Exhibit
          4.10 to Waxman Industries, Inc's Form S-2 filed July 8, 1994, incorporated herein by
          reference).
</TABLE>
 
                                       4
<PAGE>   5
 
<TABLE>
<S>       <C>
 4.16*    Warrant Agreement dated as of September 17, 1991, between the Company and United
          States Trust Company of New York. (Exhibit 4.8 to Annual Report on Form 10-K for the
          year ended June 30, 1991, File No. 0-5888, incorporated herein by reference).
 4.17*    Form of the Company's Common Stock Purchase Warrant Certificate. (Exhibit 4.9 to
          Annual Report on Form 10-K for the year ended June 30, 1991, File No. 0-5888,
          incorporated herein by reference).
 4.18*    Registration Rights Agreement for Senior Notes, Warrants and Warrant Shares dated as
          of September 17, 1991, among the Company and each of the Purchasers signatory
          thereto. (Exhibit 4.10 to Annual Report on Form 10-K for the year ended June 30,
          1991, File No. 0-5888, incorporated herein by reference).
 4.19*    Pledge Agreement dated as of September 17, 1991, among the Company, United States
          Trust Company of New York and each of the Purchasers signatory thereto. (Exhibit
          4.11 to Annual Report on Form 10-K for the year ended June 30, 1991, File No.
          0-5888, incorporated herein by reference).
 4.20*    Operating Credit Agreement dated as of April 20, 1989 between Bank of Montreal and
          Waxman Acquisition, Inc. (Exhibit 10.9 to Annual Report on Form 10-K for the year
          ended June 30, 1989, File No. 0-5888, incorporated herein by reference).
 4.21*    Amending Agreement of Operating Credit Agreement dated as of July 1, 1990 between
          Bank of Montreal and Ideal Plumbing Group Inc. (Exhibit 4.10 to Annual Report on
          Form 10-K for the year ended June 30, 1990, File No. 0-5888, incorporated herein by
          reference).
 4.22*    Amended and Restated Operating Credit Agreement dated as of July 22, 1991 between
          Bank of Montreal and Ideal Plumbing Group Inc. (Exhibit 4.15 to Annual Report on
          Form 10-K for the year ended June 30, 1991, File No. 0-5888, incorporated herein by
          reference).
 4.23*    Amended and Restated Credit Agreement dated as of April 1, 1993 between Waxman
          Industries, Inc. and the Banks Named Therein and National City Bank as Agent
          (Exhibit 4.15 to Annual Report on Form 10-K for the year ended June 30, 1993, File
          No. 0-5888, incorporated herein by reference).
 4.24*    Amendment dated as of October 1, 1993 to Amended and Restated Credit Agreement dated
          as of April 1, 1993 between Waxman Industries, Inc. and the Banks Named Therein and
          National City Bank as Agent (Exhibit 4.16 to Annual Report on Form 10-K for the year
          ended June 30, 1993, File No. 0-5888, incorporated herein by reference).
 4.25*    Credit Agreement dated as of May 20, 1994 among Waxman USA, Inc., Barnett Inc.,
          Waxman Consumer Products Group Inc. and WOC Inc., the Lenders and Issuers party
          thereto and Citicorp USA, Inc., as Agent and certain exhibits thereto (Exhibit 10.8
          to Waxman Industries, Inc.'s Form S-4 filed June 20, 1994, incorporated herein by
          reference).
 4.26*    Term Loan Credit Agreement dated as of May 20, 1994 among Waxman USA, Inc., Barnett
          Inc., Waxman Consumer Products Group, Inc. and WOC Inc., the Lenders and Issuers
          party thereto and Citibank, N.A., as Agent (Exhibit 10.9 to Waxman Industries,
          Inc.'s Form S-4 filed June 20, 1994, incorporated herein by reference.).
 4.27*    First Supplemental Indenture dated as of January 19, 1996 by and between Waxman
          Industries, Inc. and The Huntington National Bank, as Trustee (Exhibit 4.2 to Waxman
          Industries, Inc.'s Amendment No. 8 to Registration Statement on Form S-2 filed April
          15, 1996 Registration No. 33-54211, incorporated herein by reference).
 4.28*    Indenture dated as of April 3, 1996 by and between Waxman USA Inc. and the United
          States Trust Company of New York, as Trustee, with respect to the 11 1/8% Senior
          Notes due 2001 of Waxman USA Inc., including the form of Senior Notes (Exhibit 10.14
          to Waxman Industries, Inc.'s Amendment No. 8 to Registration Statement on Form S-2
          filed April 15, 1996, Registration No. 33- 54211, incorporated herein by reference).
</TABLE>
 
                                       5
<PAGE>   6
 
<TABLE>
<S>       <C>
 4.29*    Registration Rights Agreement dated as of April 3, 1996 by and between Waxman USA
          Inc. and the United States Trust Company of New York (Exhibit 10.15 to Waxman
          Industries, Inc.'s Amendment No. 8 to Registration Statement on Form S-2 filed April
          15, 1996, Registration No. 33-54211, incorporated herein by reference).
 4.30*    Amended and Restate Credit Agreement dated as of April 3, 1996 among Waxman USA
          Inc., Waxman Consumer Products Group Inc. and WOC Inc., the Lenders and Issuers
          party thereto and Citibank, N.A., as Agent (Exhibit 10.12 to Waxman Industries,
          Inc.'s Amendment No. 8 to Registration Statement on Form S-2 filed April 15, 1996,
          Registration No. 33-54211, incorporated herein by reference).
 4.31*    Amendment No. 2 to the Term Loan Agreement and Amendment No. 1 to the Revolving
          Credit Agreement among Waxman USA Inc., Barnett Inc., Waxman Consumer Products Group
          Inc. and WOC Inc., the Lenders and Issuers party thereto and Citibank, N.A., as
          Agent (Exhibit 10.11 to Waxman Industries, Inc.'s Amendment No. 4 to Registration
          Statement on Form S-2 filed October 10, 1995, Registration No. 33-54211,
          incorporated herein by reference).
 4.32*    Standstill Agreement dated March 28, 1996 between Waxman Industries, Inc. and
          Barnett Inc. (Exhibit No. 10.13 to Waxman Industries, Inc.'s Amendment No. 8 to
          Registration Statement on Form S-2 filed April 15, 1996, Registration No. 33-54211,
          incorporated by reference).
 4.33*    Loan and Security Agreement dated as of June 28, 1996 among the Financial
          Institutions named therein and BankAmerica Business Credit, Inc., as the Agent,
          Waxman Consumer Products Group Inc. and WOC Inc., including certain exhibits thereto
          (Exhibit No. 4.33 to Annual Report on Form 10-K for the year ended June 30, 1996,
          File No. 001-10273, incorporated herein by reference).
10.1*     Lease between the Company as Lessee and Aurora Investment Co. as Lessor dated June
          30, 1992 (Exhibit 10.1 to Annual Report on Form 10-K for the year ended June 30,
          1992, File No. 0-5888, incorporated herein by reference).
10.2*     Policy Statement (revised as of June 1, 1980) regarding the Company's Profit
          Incentive Plan (Exhibit 10(c)-1 to Annual Report on Form 10-K for the year ended
          June 30, 1984, File No. 0-5888, incorporated herein by reference).
10.3*     Employment Contract dated June 18, 1990 between the Company and William R. Pray.
          (Exhibit 10.4 to Annual Report on Form 10-K for the year ended June 30, 1991, File
          No. 0-5888, incorporated herein by reference).
10.4*     Form of Stock Option Agreement between the Company and its Directors. (Exhibit 10.5
          to Annual Report on Form 10-K for the year ended June 30, 1991, File No. 0-5888,
          incorporated herein by reference).
10.5*     Employment Contract dated January 1, 1992 between the Company and John S. Peters
          (Exhibit 10.6 to Annual Report on Form 10-K for the year ended June 30, 1992, File
          No. 0-5888, incorporated herein by reference).
10.6*     Tax Sharing Agreement dated May 20, 1994 among Waxman Industries, Waxman USA,
          Barnett Inc., Waxman Consumer Products Group, Inc., WOC Inc. and Western American
          Manufacturing, Inc. (Exhibit 10.6 to Waxman Industries, Inc.'s Form S-4 filed June
          20, 1994, incorporated herein by reference).
10.7*     1992 Non-Qualified and Incentive Stock Option Plan of Waxman Industries, Inc.,
          adopted as of July 1, 1992 (Exhibit 10.7 to Annual Report of Form 10-K for the year
          ended June 30, 1993, File No. 0- 5888, incorporated herein by reference).
10.8*     Intercorporate Agreement dated May 20, 1994 among Waxman Industries, Waxman USA,
          Barnett Inc., Waxman Consumer Products Group Inc., WOC Inc. and Western American
          Manufacturing, Inc. (Exhibit 10.7 to Waxman Industries, Inc.'s Form S-4).
</TABLE>
 
                                       6
<PAGE>   7
 
<TABLE>
<S>       <C>
10.9*     Employee Stock Purchase Plan of Waxman Industries, Inc., adopted on September 1,
          1992 (Exhibit 10.8 to Annual Report on Form10-K for the year ended June 30, 1993,
          File No. 0-5888, incorporated herein by reference).
10.10*    Employment Agreement dated November 1, 1994 between Waxman Consumer Products Group
          Inc. and Laurence Waxman (Exhibit 10.5 to Waxman Industries, Inc.'s Amendment No. 4
          to Registration Statement on Form S-2 filed October 10, 1995, Registration No.
          33-54211, incorporated herein by reference).
10.11*    Intercorporate Agreement dated March 28, 1996 among Waxman Industries, Inc., Waxman
          USA Inc., Barnett Inc., Waxman Consumer Products Group Inc., WOC Inc. and TWI,
          International, Inc. (Exhibit 10.8 to Waxman Industries, Inc.'s Amendment No. 8 to
          Registration Statement on Form S-2 filed April 15, 1996, Registration No. 33-54211,
          incorporated herein by reference).
18.1*     Letter Regarding Change in Accounting Principles (Exhibit 18.1 to Annual Report on
          Form 10-K for the year ended June 30, 1993, File No. 0-5888, incorporated herein by
          reference).
18.2*     Letter Regarding Change in Accounting Principles (Exhibit 18.2 to Annual Report on
          Form 10-K for the year ended June 30, 1996, File No. 001-10273, incorporated herein
          by reference).
21.1*     Subsidiaries. (Exhibit 21.1 to Waxman Industries, Inc.'s Form S-4 filed June 20,
          1994, incorporated herein by reference).
23.1*     Consent of Arthur Andersen LLP (Exhibit 23.1 to Annual Report on Form 10-K for the
          year ended June 30, 1996. File No. 001-10273, incorporated herein by reference).
23.2      Consent of Arthur Andersen LLP.
27.1*     Financial Data Schedule (Exhibit 27.1 to Annual Report on Form 10-K for the year
          ended June 30, 1996, File No. 001-10273, incorporated herein by reference).
 
---------------
<FN>

* Incorporated herein by reference as indicated.
</TABLE>

                                       7
<PAGE>   8
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
 
October 28, 1996
 
                                          Waxman Industries, Inc.
 
                                          By: /s/ Michael J. Vantusko
                                              ----------------------------------
                                                  Chief Financial Officer
 
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