SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HUGHES SUPPLY, INC.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
444482 10 3
(CUSIP Number)
David H. Hughes
Hughes Supply, Inc.
P.O. Box 2273
20 North Orange Avenue, Suite 200
Orlando, Florida 32802
Tel. No. (407) 841-4755
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
December 30, 1993
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject to this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ].
(continued on following page(s))
Page 1 of 8 Pages
CUSIP No. 444482 10 3
. . . . . .
(1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons of
David H. Hughes ###-##-####
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2) Check the Appropriate Box if a Member of a Group
(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3) SEC Use Only . . . . . . . . . . . . . . . . . . . . . . .
(4) Sources of Funds 00
. . . . . . . . . . . . . . . . . . . . .
(5) Check if disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) . . . . . . . . . . . . . .
(6) Citizenship or Place of Organization U.S.A.
. . . . . . . . . . .
Number of (7) Sole Voting Power 203,916 shares
Shares Bene- . . . . . . . . . . . . .
ficially Owned
by Each Report-
ing Person With
(8) Shared Voting Power 129,070 shares
. . . . . . . . . . . .
(9) Sole Dispositive Power 199,794 shares
. . . . . . . . . . .
(10) Shared Dispositive Power 133,192 shares
. . . . . . . . . .
(continued on following page)
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
. . . . . . . . . . . . . . . . . . . . . .332,986 shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares . . . . . . . . . . . . . . . . . . . . . . . . . .
(13) Percent of Class Represented by Amount in Row (11) 6.5%
. . . . .
(14) Type of Reporting Person IN
. . . . . . . . . . . . . . . . . .
Item 1. Security and Issuer.
The securities which are the subject of this Amendment No. 3
(this "Amendment") are shares of common stock, $1.00 par value
("Common Stock"), of Hughes Supply, Inc. (the "Issuer") whose
principal executive offices are located at 20 North Orange Avenue,
Suite 200, Orlando, Florida, 32801.
Item 2. Identity and Background.
The following information relates to the person filing this
statement:
(a) Name; David H. Hughes (the "reporting person").
(b) Business address; 20 North Orange Avenue
Suite 200
Orlando, Florida 32801
(c) Present principal occupation and employment;
Chairman of the Board and Chief Executive Officer
of the Issuer.
(d) The reporting person has not, during the last five
years, been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors).
(e) The reporting person has not, during the last five
years, been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction nor has he, as a result of any such
proceeding, been subject to a judgment, decree or
final order enjoining future violations of, or
prohibiting or mandating activity subject to,
federal or state securities laws or finding any
violation with respect to such laws.
(f) Citizenship; United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
This Amendment is filed for the purpose of reporting the
changes in the reporting person's beneficial ownership last
reported on the reporting person's Schedule 13D Amendment No. 4,
dated February 17, 1993. Such changes consist solely of changes in
the number of shares owned directly by him for his own account and
shares owned directly by him as custodian resulting from gifts by
him on December 30, 1993 to such custodian accounts and a change in
his ownership percentage caused by changes in the number of
outstanding shares of the Issuer outstanding which have occurred
since such previous Amendment. See Item 5 of this Amendment for
specific information with respect to the reporting person's
respective ownership interests in the shares.
None of the changes reported in this Amendment resulted from
a purchase of securities or from an expenditure of funds or other
consideration by the reporting person.
Item 4. Purpose of Transaction.
This Amendment is filed for the purpose of reporting the
changes in ownership referred to in Item 3 above. With the
possible exception of the acquisition by the reporting person, in
his individual capacity, of additional shares of Common Stock, upon
exercise of options under the Option Plan or otherwise, for
investment purposes, or the acquisition of additional shares by the
fiduciary accounts, whose share ownership is included in the
reporting person's shared beneficial ownership set forth in Item 3
above, in the course of administering the assets of such accounts
for investment purposes, the reporting person does not have any
plans or proposals which relate to or result in:
(a) The acquisition by any person of additional
securities of the disposition of securities by the
Issuer;
(b) Any extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of
assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Issuer, including any plans or
proposals to change the number or term of directors or to
fill any existing vacancies on the Board;
(e) Any material change in the present capital-
ization or dividend policy of the Issuer;
(f) Any other material change in the Issuer's
business or corporate structure;
(g) Changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which
may impede the acquisition of control of the Issuer by
any persons;
(h) Causing a class of securities of the Issuer to
be delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer
becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or
(j) Any similar action to any of those enumerated
above.
Item 5. Interest in the Securities of the Issuer.
(a) The reporting person may be deemed under the
provisions of Rule 13(d)-3 to be the beneficial owner of
332,986 shares or 6.5% of the outstanding Common Stock of
the Issuer.
(b) The 332,986 shares of Common Stock which may be
deemed to be beneficially owned by the reporting person
includes the number of shares as to which there is sole
power to vote or to direct the vote, shared power to vote
or direct the vote, sole power to dispose or direct the
disposition, or shared power to dispose or direct the
disposition thereof as follows:
Sole power to vote or direct the vote: 203,916
shares;
Shared power to vote or direct the vote: 129,070
shares;
Sole power to dispose or direct the disposition:
199,794 shares; and
Shared power to dispose or direct the disposition:
133,192 shares.
The shares of Common Stock subject to purchase
under unexercised options granted under the Option
Plan, 44,970 shares, are included in the number of
shares indicated above as owned with sole voting
power and sole power of disposition. The reporting
person disclaims beneficial ownership of the 15,000
shares subject to options which are not exercisable
within 60 days. Options with respect to increments
of 7,500 of these shares will become exercisable as
of May 28 in each of the years 1994 and 1995.
(c) During the period since February 17, 1993, the
date of Amendment No. 4 to the reporting person's
Schedule 13D, the reporting person's most recent filing
on Schedule 13D prior to this Amendment, the reporting
person did not engage in any transaction or have any
change in his beneficial ownership of Common Stock of the
Issuer other than as set forth in Item 3 above.
(d) As to the shares indicated in subparagraph (b)
above as being subject to sole voting power, 203,916
shares, such shares are held as follows: 131,038 shares
held as Trustee of the David H. Hughes Trust; 1,040
shares held as Custodian for Patrick C. Hughes; 22,246
shares held as Trustee of the Kristin E. Hughes Trust;
4,122 shares held by the Issuer's Employee Stock
Ownership Plan ("ESOP"); 500 shares held as Custodian for
Shelby L. Hughes; and 44,970 of such shares are
represented by unexercised options under the Option Plan,
as to certain of which the reporting person disclaims
beneficial ownership. The shares indicated in
subparagraph (b) above as being subject to sole
dispositive power, 199,794 shares, includes all of the
aforementioned shares except the 4,122 shares held by the
ESOP.
As to the shares indicated in subparagraph as
being subject to shared voting power, 129,070 shares,
such shares are held as follows: 29,377 shares held as a
co-trustee of the Pauline B. Hughes Trust Charitable Lead
Trust; 28,565 held as a co-trustee of the Vincent S.
Hughes Generation Skipping Trust; 28,565 shares held as
a co-trustee of the David H. Hughes Generation Skipping
Trust; 1,918 shares held by Linda H. Hughes, the wife of
the reporting person; and 40,645 shares held by Hughes,
Inc., a Florida corporation of which the reporting person
is a director, executive officer and owns a one-third
equity interest. The shares indicated in subparagraph
(b) above as being subject to shared dispositive power,
133,192, includes all of the aforementioned shares
together with the 4,122 shares held by the ESOP.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer
There are no contracts, arrangements, understandings or
relationships of the nature referred to in the instructions to this
item.
<PAGE>
Item 7. Material to be Filed as Exhibits.
There are no exhibits filed with or required to be filed with
this Amendment in accordance with instructions to this item.
Signature:
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this Amendment is true, complete and correct.
April 1, 1994
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Date
/S/ DAVID H. HUGHES
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SIGNATURE
DAVID H. HUGHES
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Name
