SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 24, 1994
HUGHES SUPPLY, INC.
Commission File No. 0-5235
Incorporated in the State IRS Employer Identification
of Florida No. 59-0559446
Post Office Box 2273
20 North Orange Avenue, Suite 200
Orlando, Florida 32802
Registrant's Telephone Number,
Including Area Code: (407) 841-4755
Item 4. Change in Registrant's Certifying Accountant.
On May 24, 1994, the Board of Directors of Hughes Supply,
Inc.(the "Registrant") appointed Price Waterhouse as audi-
tors for the three fiscal year period commencing with the
Registrant's current fiscal year ending January 27, 1995.
The term of engagement of the Registrant's previous audi-
tors, the firm of Coopers & Lybrand, expired at the conclu-
sion of the fiscal year ended January 28, 1994. Price
Waterhouse was selected by the Board upon the recommendation
of the Audit Committee following consideration of proposals
submitted at the Committee's request by a number of indepen-
dent accounting firms including, among others, Coopers &
Lybrand and Price Waterhouse.
(a) Previous independent accountants.
(i) The former accountants, Coopers & Lybrand,
were not reappointed by the Registrant fol-
lowing the expiration of their term of engag-
ement.
(ii) The reports of Coopers & Lybrand on the fi-
nancial statements for the past two fiscal
years contained no adverse opinion or dis-
claimer of opinion and were not qualified or
modified as to uncertainty, audit scope or
accounting principle, except for the change
in accounting for income taxes in fiscal year
ended January 31, 1992 referred to in the
reports of Coopers & Lybrand.
(iii) The Registrant's Board of Directors approved
the change of independent accountants upon
the recommendation of the Audit Committee.
(iv) In connection with its audits for the two
most recent fiscal years and through May 24,
1994, there have been no disagreements with
Coopers & Lybrand on any matter of accounting
principles or practices, financial statement
disclosure, or auditing scope or procedure,
which disagreements if not resolved to the
satisfaction of Coopers & Lybrand would have
caused them to make reference thereto in
their report on the financial statements for
such years.
(v) During the two most recent fiscal years and
through May 24, 1994, there have been no
reportable events as defined in
Regulation S-K Item 304(a)(1)(v).
(vi) The Registrant has requested that Coopers &
Lybrand furnish it with a letter addressed to
the Securities and Exchange Commission stat-
ing whether or not it agrees with the above
statements. A copy of such letter, dated May
31, 1994, is filed as Exhibit 16.1 to this
Form 8-K.
(b) New independent accountants.
(i) The Registrant engaged Price Waterhouse as
its new independent accountants as of May 24,
1994. During the two most recent fiscal
years and through May 24, 1994, the Regis-
trant has not consulted with Price Waterhouse
on items which (1) were or should have been
subject to SAS 50 or (2) concerned the sub-
ject matter of a disagreement or reportable
event with the former auditor (as described
in Regulation S-K Item 304(a)(2)).
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired - Not appli-
cable.
(b) Pro forma financial information - Not applicable.
(c) Exhibits
(1) Underwriting agreement - Not applicable.
(2) Plan of acquisition, reorganization, arrangement,
liquidation or succession - Not applicable.
(4) Instruments defining the rights of security hold-
ers, including indentures - Not applicable.
(16) Letter re change in certifying accountant.
16.1 Letter from Coopers & Lybrand.
(17) Letter re director resignation - Not applicable.
(20) Other documents or statements to security
holders -Not applicable.
(23) Consents of experts and counsel - Not applicable.
(24) Power of attorney - Not applicable.
(27) Financial Data Schedule - Not applicable.
(99) Additional Exhibits - Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
HUGHES SUPPLY, INC.
Date: May 31, 1994 By: /s/ J. Stephen Zepf
J. Stephen Zepf, Treasurer,
Chief Financial Officer and
Chief Accounting Officer
INDEX OF EXHIBITS FILED WITH THIS REPORT
16.1 Letter from Coopers & Lybrand.
Exhibit 16.1
May 31, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We have read the statements made by Hughes Supply, Inc. (copy attached),
which we understand will be filed with the Commission, pursuant to item 4 of
Form 8-K, as part of the Company's Form 8-K report for the month of May
1994. We agree with the statements concerning our Firm in such Form 8-K.
Sincerely,
/s/ Coopers & Lybrand
COOPERS & LYBRAND<PAGE>
