As filed with the Securities and Exchange Commission
on December __, 1994
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HUGHES SUPPLY, INC.
(Exact name of Registrant as specified in its charter)
Florida 59-0559446
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
20 North Orange Avenue
Suite 200
Orlando, Florida 32801
(407) 841-4755
(Address and telephone number of
Registrant's principal executive offices)
Robert N. Blackford, Esquire
Maguire, Voorhis & Wells, P.A.
Two South Orange Plaza
Post Office Box 633
Orlando, Florida 32802
(407) 244-1100
(Name, address and telephone number
of agent for service)
Approximate date of commencement of proposed sale to the public:
From time to time following the effective date of this Registration
Statement.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. [ x ]
(Cover page continued)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered per Share (1) Price (1) Fee
Common Stock, 246,376 shs. $16.75 $4,126,798 $1,423.03
par value
$1.00 per
share
(1) Estimated solely for the purpose of determining the
registration fee and calculated in accordance with Rule 457(c)
under the Securities Act of 1933, as amended, as the average of the
high and low prices for sales of the Company's Common Stock on
December 9, 1994 as reported by the New York Stock Exchange.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall
become effective on such date as the Commission acting pursuant to
said section 8(a), may determine.
___________________________________
<PAGE>
A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not yet
become effective. Information contained herein is subject to
completion or amendment. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any State in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such State.
PRELIMINARY PROSPECTUS Dated December __, 1994
246,376 SHARES
HUGHES SUPPLY, INC.
Common Stock
This Prospectus relates to an offering of up to 246,376 shares
of Common Stock, par value $1.00 (the "Common Stock"), of Hughes
Supply, Inc., a Florida corporation (the "Company"), that were
issued pursuant to the Asset Purchase Agreement, dated October 20,
1994 by and between the Company and The Treaty Company, an Ohio
corporation ("The Treaty Company").
The shares of Common Stock may be offered by and on behalf of
The Treaty Company, or by transferees or other successors in
interest (the "Selling Shareholder"). See "Selling Shareholder."
The Company will not receive any proceeds from the sale of the
Common Stock offered hereby. The shares may be offered on the New
York Stock Exchange, Inc. (the "NYSE") or in the over-the-counter
market, or otherwise at prices and at terms then prevailing or at
prices related to the then current market price, or in negotiated
transactions. See "Plan of Distribution."
The Selling Shareholder will bear all underwriting expenses
with respect to the offering of the shares of Common Stock offered
hereby. The costs associated with registering the shares,
including the Company's legal and accounting fees, transfer agent's
fees and the costs of preparation and printing of this Prospectus,
estimated at $25,923.03, will be borne by the Company.
The Common Stock of the Company is traded on the NYSE under
the symbol "HUG." On December 9, 1994, the last reported sale
price of the Common Stock was $16.50 per share.
_____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
_____________________
This date of this Prospectus is __________, 1995.<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and
other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary
Plaza, 450 5th Street, N.W., Room 1024, Washington, D.C. 20549-
1104, and at the following regional offices of the Commission: New
York Regional Office, Seven World Trade Center, Suite 1300, New
York, New York 10048; and Chicago Regional Office, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can be obtained from the Public Reference Section of the
Commission at prescribed rates at the principal office of the
Commission at 450 5th Street, N.W., Washington, DC 20549. In
addition, the Common Stock of the Company is traded on the NYSE and
such reports, proxy statements and information concerning the
Company can also be inspected at the offices of the NYSE, Room 401,
20 Broad Street, New York, New York 10005.
This Prospectus, which constitutes part of a Registration
Statement on Form S-3 filed by the Company with the Commission
under the Securities Act of 1933, as amended (the "Securities
Act"), omits certain of the information contained in the
Registration Statement. The right to purchase one-hundredth of a
share of the Company's Series A Junior Participating Preferred
Stock, no par value per share (collectively, "Rights"), is attached
to each share of Common Stock, including each share of Common Stock
offered hereby. Any reference in this Prospectus to the Common
Stock shall include such Rights. Reference is hereby made to the
Registration Statement and to the exhibits relating thereto for
further information with respect to the Company and the securities
offered hereby. This Prospectus does not contain all information
set forth in the Registration Statement. Certain parts of the
Registration Statement have been omitted in accordance with the
rules and regulations of the Commission. For further information,
reference is made to the Registration Statement which can be
inspected at the public reference rooms at the offices of the
Commission.
COPIES OF CERTAIN DOCUMENTS
The Company will provide without charge to each person,
including any beneficial owner of such person, to whom this
Prospectus is delivered, upon written or oral request, a copy of
any and all information incorporated by reference in this
Prospectus (not including exhibits to the information that has been
incorporated by reference, unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates). Such requests should be directed to Hughes Supply,
Inc. Attention: J. Stephen Zepf, Treasurer and Chief Financial
Officer, at 20 North Orange Avenue, Suite 200, Orlando, Florida
32801, or telephone (407) 841-4755.
________________________
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE
ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN
THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
OTHER INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDER.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SUBSEQUENT TO ITS
DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THE
REGISTERED SECURITIES TO WHICH IT RELATES. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO
BUY, SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.
<PAGE>
THE COMPANY
Hughes Supply, Inc. (the "Company") was founded as a general
partnership in Orlando, Florida in 1928. The Company was
incorporated as a Florida corporation in 1947.
The Company is primarily engaged in the wholesale distribution
of a broad range of materials, equipment and supplies to the
construction industry and the electrical and mechanical trades.
Major product lines distributed by the Company include electrical,
plumbing, electric utility equipment, building materials, water and
sewer equipment, air conditioning and heating equipment and pipe,
valves, and fittings.
Immediately prior to the date of this Prospectus the Company
distributed its product lines through its existing 152 wholesale
sales outlets located in Florida and 9 other states throughout the
Southeast, including 62 sales outlets in Florida, 21 sales outlets
in Georgia, 8 sales outlets in Alabama and 2 sales outlets in South
Carolina operated under the name of Hughes Supply, Inc. and a total
of 59 sales outlets located in Florida, Georgia, North Carolina,
South Carolina, Mississippi, Tennessee, Kentucky, Maryland and
Virginia operated under the names of subsidiaries of the Company.
The existing sales outlets operated by the Company and its
subsidiaries include 3 previously unaffiliated sales outlets
located in Savannah, Georgia, Jacksonville, Florida and Longwood,
Florida, which have been acquired by the Company and its
subsidiaries during the current fiscal year. From the date of this
Prospectus the Company will continue to distribute its product
lines through its aforementioned existing 152 sales outlets
together with the additional 16 sales outlets of The Treaty
Distribution Group referred to below.
As of the date of this Prospectus the Company will also have
acquired the assets and business of The Treaty Distribution Group
(the "Group") from The Treaty Company (the "Selling Shareholder").
The Group consists of 16 sales outlets, including 12 sales outlets
located in the state of Ohio and 4 sales outlets located in the
state of Indiana. The outlets of the Group are primarily engaged
in the wholesale distribution of plumbing, air conditioning and
heating equipment and supplies, water and sewer materials,
equipment and supplies, and pipe, valves, and fittings. The shares
of Common Stock offered hereby constituted a part of the
consideration paid by the Company to the Selling Shareholder for
the acquisition of the Group. See "Selling Shareholder."
The principal executive offices of the Company are located at
20 North Orange Avenue, Suite 200, Orlando, Florida 32801 and its
telephone number is (407) 841-4755.
USE OF PROCEEDS
The shares of Common Stock offered hereby are being offered
for the account of the Selling Shareholder and the Company will
receive no proceeds from the sale of such shares.
SELLING SHAREHOLDER
The following table sets forth certain information as of the
date of this Prospectus with respect to the beneficial ownership of
the shares of Common Stock offered hereby. The Selling Shareholder
has sole voting and investment power with respect to such shares.
The table also reflects the effect of the sale of the shares
offered hereby.
Before Offering After Offering
Number of
Shares Percent of Number of Percent of
Owned Outstanding Shares to Number of Outstanding
(1) Shares (2) be Sold Shares Owned Shares
The Treaty Company
c/o Montgomery,
Shelton & Company
560 Green Bay Road,
Winnetka, IL 60093
Attn: M. Mead Montgomery
Chairman of the Board
246,376 4.1 246,376 -0- -0-
(1) On the date of this Prospectus, the Company, pursuant to the
Asset Purchase Agreement dated October 20, 1994 (the "Purchase
Agreement") between the Company and The Treaty Company,
acquired substantially all of the assets and business of the
Treaty Distribution Group (the "Group"), a division of the
Selling Shareholder, for a base purchase price of $15,250,000
(the "Base Price") paid by the Company at the closing. The
shares being offered hereby were delivered to the Selling
Shareholder at the closing on the date of this Prospectus in
payment of $4,250,000 of the Base Price. For such purpose the
shares were valued at $17.25 per share in accordance with the
terms of the Purchase Agreement. The balance of the Base
Price delivered at the closing, which is subject to certain
post-closing adjustments to determine the adjusted purchase
price (the "Adjusted Purchase Price"), consisted of $9,475,000
in cash and a promissory note from the Company in the
principal amount of $1,525,000. The promissory note, together
with interest thereon at the lower of the rate imputed by the
Internal Revenue Service for loans of a duration of 15 months
or the cost of funds to the Company under its line of credit
agreement with its principal lender, will be due and payable
on April 1, 1996. The Adjusted Purchase Price will be not
more than $16,000,000 nor less than $14,000,000. As of the
date of this Prospectus the Group is operated as a division of
the Company. Under the applicable Rules of the Securities and
Exchange Commission the acquisition by the Company of the
assets and business of the Group did not constitute the
acquisition of a significant amount of assets, a significant
business combination, or the acquisition of a significant
subsidiary, and management of the Company does not consider
the transaction to be a material change in the Company's
affairs.
The registration under the Securities Act of 1933, as amended,
of the shares offered hereby to permit resale of the shares by
the Selling Shareholder concurrently with the closing was a
condition of the acquisition under the Purchase Agreement.
Under the Purchase Agreement the Company has agreed to use its
best efforts to keep such registration effective for a period
of not less than 2 years from the date of the closing.
(2) Calculated on the basis of 6,039,611 shares outstanding,
including 5,793,235 shares outstanding prior to the date of
this Prospectus and the 246,376 Shares issued on the date
hereof and offered hereby.
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby may be sold from
time to time by the Selling Shareholder, or by transferees or other
successors in interest. Such sales may be made on one or more
exchanges or in the over-the-counter market, or otherwise at prices
and at terms then prevailing or at prices related to the then
current market price, or in negotiated transactions. Such shares
may be sold by one or more of the following: (a) block trade in
which the broker or dealer so engaged will attempt to sell the
shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction; (b) purchases by a
broker or dealer as principal and resale by such broker or dealer
for its account pursuant to this Prospectus; (c) an exchange
distribution in accordance with the rules of such exchange; and (d)
ordinary brokerage transactions, transactions directly with a
market maker, and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged by the
Selling Shareholder may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or
discounts from the Selling Shareholder in amounts to be negotiated
immediately prior to the sale. Such brokers or dealers and any
other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as
amended, in connection with such sales. In addition, any
securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Prospectus.
Upon the Company's being notified by the Selling Shareholder
that any material arrangement has been entered into with a broker-
dealer for the sale of shares through a block trade, special
offering, exchange distribution or secondary distribution or a
purchase by a broker or dealer, a supplemented Prospectus will be
filed, if required, pursuant to Rule 424(c) under the Act,
disclosing (i) the name of the Selling Shareholder and of the
participating broker-dealer(s), (ii) the number of shares involved,
(iii) the price at which such shares were sold, (iv) the
commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable, (v) that such broker-dealer(s)
did not conduct any investigation to verify the information set out
or incorporated by reference in this Prospectus and (vi) other
facts material to the transaction.
RECENT DEVELOPMENTS
No material changes in the business or affairs of the Company
have occurred since January 28, 1994, which have not been described
in any report on Form 10-Q or Form 8-K or in this Prospectus.
LEGAL MATTERS
Maguire, Voorhis & Wells, P.A., Two South Orange Plaza,
Orlando, Florida 32801, counsel to the Company, has rendered an
opinion with respect to the valid issuance and nonassessability of
the shares of Common Stock being offered hereby and as to certain
other matters. Robert N. Blackford, a member of that firm, is
Secretary and a director of the Company. Certain members of that
firm beneficially own 22,637 shares of the Company's Common Stock.
EXPERTS
The consolidated financial statements of the Company and its
subsidiaries incorporated by reference into the Company's annual
report on Form 10-K for the year ended January 28, 1994, have been
audited by Coopers & Lybrand, independent accountants, as set forth
in their report dated March 17, 1994 accompanying such financial
statements and are incorporated herein by reference in reliance
upon the report of such firm, which report is given upon their
authority as experts in accounting and auditing.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year
ended January 28, 1994, and the Company's quarterly Reports on Form
10-Q for the fiscal quarters ended April 30, 1994, July 31, 1994,
and October 31, 1994 and Current Reports on Form 8-K dated May 24,
1994 and October 20, 1994 filed under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") are hereby incorporated in
this Prospectus by reference and all documents subsequently filed
by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the termination of the offering described
herein shall be deemed to be incorporated in this Prospectus and to
be a part hereof from the date of the filing of such documents.
The description of the Company's Common Stock which is contained in
a Registration Statement filed under the Exchange Act, and any
amendments or reports filed for the purpose of updating such
description are hereby incorporated in this Prospectus by
reference.
Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
all purposes to the extent that a statement contained in this
Prospectus or in any other subsequently filed document which is
also incorporated by reference modifies or replaces such statement.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
It is estimated that the Registrant will incur the following
expenses in connection with the offering of the securities being
registered. All of the amounts shown are estimated except for the
Securities and Exchange Commission registration fee, and all of
said amounts will be paid by the Registrant.
Registration Fee - Securities and
Exchange Commission................. $ 1,423.03
Blue Sky Expenses........................ 1,500.00
Accounting .............................. 10,500.00
Legal Fees............................... 7,500.00
Printing................................. 500.00
Transfer Agent's Fees and Expenses....... 1,500.00
Miscellaneous Expenses................... 3,000.00
Total.......................... $25,923.03
Item 15. Indemnification of Directors and Officers.
The Section 607.0850 of the Florida Business Corporation Act
permits, and in some cases requires, the Registrant as a Florida
corporation to indemnify a director, officer, employee, or agent of
the Registrant, or any person serving at the request of the
Registrant in any such capacity with respect to another entity
against certain expenses and liabilities incurred as a party to any
proceeding, including, among others, a proceeding under the
Securities Act of 1933, as amended (the "Securities Act") brought
against such person by reason of the fact that such person is or
was a director, officer, employee, or agent of the Registrant or is
or was serving in such capacity with respect to another entity at
the request of the Registrant. With respect to actions, other than
in the right of the Registrant, such indemnification is permitted
if such person acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best interests
of the Registrant, and with respect to any criminal action or
proceeding, if such person had no reasonable cause to believe his
or her conduct was unlawful. Termination of any such action by
judgment, order, settlement or conviction or a plea of nolo
contendere, or its equivalent shall not, of itself, create a
presumption that such person did not act in good faith and in a
manner he or she reasonably believed to be in, or not opposed to,
the best interests of the Registrant, or with respect to any
criminal action or proceeding, had reasonable cause to believe that
his or her conduct was unlawful.
With respect to any action threatened, pending or completed in
the right of the Registrant to procure a judgment in its favor
against any such person, the Registrant may indemnify any such
person against expenses actually and reasonably incurred by him or
her in connection with the defense or settlement of such action or
suit, including the appeal thereof, if he or she acted in good
faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the Registrant, except that
no indemnification shall be made in respect of any claim, issue or
matter as to which any such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his or
her duties to the Registrant unless the Court in which the action
was brought determines that despite the adjudication of liability,
but in view of all the circumstances in the case, such person is
fairly and reasonably entitled to indemnity for such expenses.
Section 607.0850 also provides that if any such person has
been successful on the merits or otherwise in defense of any
action, suit or proceeding, whether brought in the right of the
Registrant or otherwise, such person shall be indemnified against
expenses actually and reasonably incurred by him or her in
connection therewith.
If any director or officer does not succeed upon the merits or
otherwise in defense of an action, suit or proceeding, then unless
pursuant to a determination made by a court, indemnification by the
Registrant shall be made only as authorized in the specific case
upon a determination that indemnification of the director or
officer is proper because he or she has met the applicable standard
of conduct. Any such determination may be made:
(a) By the Board of Directors by a majority vote of a quorum
consisting of directors who are not parties to such action, suit,
or proceeding;
(b) If such a quorum is not obtainable or, even if
obtainable, by a majority vote of a committee duly designated by
the Board of Directors (in which Directors who are parties may
participate) consisting solely of two or more Directors not at the
time parties to the proceeding;
(c) By independent legal counsel selected by the Board of
Directors prescribed in paragraph (a) or the committee prescribed
in paragraph (b); or if a quorum of the Directors cannot be
obtained for paragraph (a) or the committee cannot be designated
under paragraph (b) selected by a majority vote of the full Board
of Directors (in which Directors who are parties may participate);
or
(d) By the shareholders by a majority vote of a quorum
consisting of shareholders who were not parties to the proceeding
or, if no such quorum is obtainable, by a majority vote of
shareholders who were not parties to such proceedings.
Section 607.0850 also contains a provision authorizing
corporations to purchase and maintain liability insurance on behalf
of its directors and officers. For some years the Registrant has
maintained an insurance policy which insures directors and officers
of the Registrant against amounts the director or officer is
obligated to pay in respect of his legal liability, whether actual
or asserted, for any negligent act, any error, any omission or any
breach of duty which, subject to the applicable limits and terms of
the policy, include damages, judgments, settlements, costs of
investigation, and costs, charges and expenses incurred in the
defense of actions, suits, or proceedings or appeals thereto,
subject to the exceptions, limitations and conditions set forth in
the policy.
Under the terms of the Asset Purchase Agreement (the "Purchase
Agreement") between the Registrant, as Buyer, and The Treaty
Company, as Seller, dated October 20, 1994, the Buyer and Seller
have each agreed to indemnify the other and their respective
controlling persons, if any, directors and officers against losses,
claims, damages, or liabilities to which such persons may become
subject under the Securities Act or any other statute or common
law, and to reimburse any such person for any reasonable legal or
other expenses actually and reasonably incurred by such person in
connection with investigating any claims and defending any actions,
insofar as such losses, claims, damages, liabilities, or actions
arise out of or are based upon any untrue statement in or omission
from, or allegedly untrue statement in or omission from, any
registration statement filed under the Securities Act with respect
to the shares issued as consideration under the Purchase Agreement;
provided, however, that neither the Seller nor any of its
respective controlling persons, directors or officers shall be
indemnified by the Buyer with respect to any information included
in or omitted from any registration statement in reliance upon
information furnished by or withheld by the Seller, nor shall the
Buyer nor any of its respective controlling persons, directors or
officers be indemnified by the Seller except with respect to
information included in or omitted from any such registration
statement in reliance upon information furnished by or withheld by
Seller.
Item 16. Exhibits.
(1) Underwriting agreement - Not applicable.
(2) Plan of acquisition, reorganization, liquidation or
succession:
2.1 Asset Purchase Agreement between Hughes Supply,
Inc. and The Treaty Company dated October 20, 1994
filed as Exhibit 2.1 to Form 10-Q for the quarter
ended October 31, 1994 and incorporated herein by
reference.
(4) Instruments defining the rights of security holders,
including indentures:
4.1 A Specimen Stock Certificate representing shares of
the Company's common stock, $1.00 par value, filed
as Exhibit 4.2 to Form 10-Q for the quarter ended
October 31, 1984 and incorporated herein by
reference.
4.2 Resolution Approving and Implementing Shareholder
Rights Plan filed as Exhibit 4.4 to Form 8-K dated
May 17, 1988 and incorporated herein by reference.
4.3 Articles of Incorporation filed as Exhibit 3.1 to
Form 10-Q for the quarter ended July 31, 1994 and
incorporated herein by reference.
4.4 Composite By-Laws filed as Exhibit 3.2 to Form 10-Q
for the quarter ended July 31, 1994 and
incorporated herein by reference.
(5) Opinion re: legality - Opinion of Maguire, Voorhis &
Wells, P.A. is filed as Exhibit 5 to the Registration
Statement.
(8) Opinion re tax matters - Not applicable.
(12) Statements re computation of ratios - Not applicable.
(15) Letter re unaudited interim financial information - Not
applicable.
(23) Consents of experts and counsel:
23.1 The consent of Coopers & Lybrand is filed as
Exhibit 23.1 to the Registration Statement.
23.2 The Consent of Maguire, Voorhis & Wells, P.A. is
included in their opinion filed as Exhibit 5 to the
Registration Statement.
(24) Power of attorney - Not applicable.
(25) Statement of eligibility of trustee - Not applicable.
(26) Invitations for competitive bids - Not applicable.
(27) Financial Data Schedules - Not applicable.
(28) Information from reports furnished to state insurance
regulatory authorities - Not applicable.
(99) Additional exhibits - Not applicable.
Item 17. Undertakings.
The undersigned hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to the registration to
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(b) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(d) For purposes of determining any liability under the
Securities Act of 1933, that each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the
offering of such securities as that time shall be deemed to be the
initial bona fide offering thereof.
(e) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions described under Item 15 above or otherwise, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted against the Registrant by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Orlando, State of Florida, on this 6th day of December, 1994.
HUGHES SUPPLY, INC.
(Registrant)
By: /s/David H. Hughes
David H. Hughes, Chairman of the
Board, and Chief Executive Officer
/s/ J. Stephen Zepf
J. Stephen Zepf, Treasurer and
Chief Financial Officer, Chief
Accounting Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints David H. Hughes,
J. Stephen Zepf and Robert N. Blackford, or any of them, his true
and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities to sign any or all amendments to
this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each of said
attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully as to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents, or
his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/David H. Hughes Director December 6, 1994
David H. Hughes
/s/A. Stewart Hall, Jr. Director December 6, 1994
A. Stewart Hall, Jr.
/s/Vincent S. Hughes Director December 6, 1994
Vincent S. Hughes
/s/Russell V. Hughes Director December 6, 1994
Russell V. Hughes
/s/John D. Baker, II Director December 6, 1994
John D. Baker, II
/s/Robert N. Blackford Director December 12, 1994
Robert N. Blackford
/s/Clifford M. Hames Director December 3, 1994
Clifford M. Hames
/s/Herman B. McManaway Director December 5, 1994
Herman B. McManaway
/s/John B. Ellis Director December 5, 1994
John B. Ellis
/s/Donald C. Martin Director December 7, 1994
Donald C. Martin
F:\CORP\032\HUGHES\TREATYS-.4A
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
5 Opinion re Legality - Opinion of
Maguire, Voorhis & Wells, P.A.
23.1 Consent of Coopers & Lybrand
Item 16 of Part II of this Registration Statement lists the
Exhibits which are filed with or incorporated by reference into
this Registration Statement. The above listed Exhibits are filed
with this Registration Statement and, as set forth in Item 16, all
other Exhibits are incorporated herein by reference.
F:\CORP\032\HUGHES\TREATYS-.4A
Exhibit 5
December 12, 1994
Hughes Supply, Inc.
20 North Orange Avenue
Suite 200
Orlando, Florida 32801
Re: Registration Statement on Form S-3
Gentlemen:
We refer to the proposed sale of up to 246,376 shares of
Common Stock, par value $1.00 per share (the "Stock"), of Hughes
Supply, Inc. (the "Company") whereby the Stock will be offered for
the account of The Treaty Company (the "Selling Shareholder"). We
have examined the Registration Statement on Form S-3 proposed to be
filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended. We have also examined copies
of your Articles of Incorporation, including all amendments to the
date hereof, and all other corporate records and documents deemed
necessary to render this opinion.
Based on the foregoing, it is our opinion that the shares of
the Stock being registered will, when sold as contemplated in the
Prospectus forming a part of the Registration Statement, be legally
issued, fully paid and non-assessable shares of Common Stock of the
Company.
We hereby consent (i) to be named in the Registration
Statement and in the Prospectus, which constitutes a part thereof,
as the attorneys who will pass on the legal matters in connection
with the proposed sale of the Stock by the selling stockholders,
and (ii) to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
MAGUIRE, VOORHIS & WELLS, P.A.
By: /s/Robert N. Blackford
Robert N. Blackford
f:\corp\032\hughes\treatys-.opn
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-3 of Coopers & Lybrand's report dated March 17,
1994, on Coopers & Lybrand's audits of the consolidated financial
statements of Hughes Supply, Inc. and subsidiaries, which report is
incorporated by reference in the Company's Annual Report on Form
10-K for the fiscal year ended January 28, 1994. We also consent
to the reference to Coopers & Lybrand under the caption "Experts".
Coopers & Lybrand L.L.P.
Orlando, Florida
December 12, 1994
