SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 6
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)
Vincent S. 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 23, 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 9 Pages CUSIP No. 444482 10 3
(1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons of
Vincent S. 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 185,982 shares
Shares Bene- . . . . . . . . . . .
ficially Owned
by Each Report-
ing Person With
(8) Shared Voting Power 147,032 shares
. . . . . . . . . . .
(9) Sole Dispositive Power 183,269 shares
. . . . . . . . . . .
(10) Shared Dispositive Power 149,745 shares
. . . . . . . . . . .
(continued on following page)
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
. . . . . . . . . . . . . . . . . . . . . .333,015 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
. . . . . . . . . . . . . . . . . .
<PAGE>
Item 1. Security and Issuer.
The securities which are the subject of this Amendment No. 6
(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
Amendment:
(a) Name; Vincent S. Hughes (the "reporting person").
(b) Business address; 20 North Orange Avenue
Suite 200
Orlando, Florida 32801
(c) Present principal occupation and employment;
Vice President 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 ownership resulting in the acquisition or disposition of
Common Stock by the reporting person set forth in the table below
to update the information previously reported in Amendment No. 5 ,
dated February 17, 1993. Such changes in the aggregate are not
material in amount. The changes shown in the table result from
gifts of shares and the allocation of shares under the Issuer's
Employee Stock Ownership Plan ("ESOP"). 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.
The table on the following page sets forth the changes in the
reporting person's beneficial ownership of shares of Common Stock
since last reported on Schedule 13D Amendment No. 5, dated February
17, 1993, and the reporting person's resulting beneficial ownership
as of the date of this Amendment:
Acquisitions and
(Dispositions) of
Voting and Dispositive
Power
Transaction Shares Outstanding Options(1)
Sole Shared
2/17/93(2) 185,982 147,033 26,175
12/23/93(3) (4,500)(3)
12/23/93(3) 1,000 (4)
12/23/93(3) 1,000 (5)
1/31/93(6) 1 (7)
_______ _______ ______
TOTALS 185,982 (8) 147,033 (9) 26,175
AGGREGATE AMOUNT REPORTED 333,015 Shares(10)
(1) Shares subject to unexercised options under Option Plan are
reported as owned with sole voting as dispositive power and
are included in the amounts reported on lines (7), (9) and
(11) subject to the disclaimer set forth in note (8).
(2) Shares held as of 2/17/93 as reported in Amendment No. 5 to
Schedule 13D.
(3) Gifts of 2,000 shares to beneficiaries of trusts referred to
in notes (4) and (5) and 2,500 shares to charity.
(4) Acquired by the Vincent K. Hughes Trust, of which the
reporting person is trustee.
(5) Acquired by the Megan R. Hughes Trust, of which the reporting
person is trustee.
(6) Increase in number of shares allocated to the reporting person
under ESOP resulting from trustee's annual recalculation of
accounts of participants reported as of January 31, 1993 in
report received April, 1993. Allocated to account of
reporting person: 2,713 shares.
(7) Shares held by ESOP are subject to sole voting power and
shared dispositive power.
(8) Includes 26,175 shares subject to unexercised options, 18,175
of which are subject to presently exercisable options and
additional increments of 4,000 shares of which will become
exercisable as of May 28 in each of the years 1994 and 1995.
The reporting person disclaims beneficial ownership of shares
subject to options which are not exercisable within 60 days.
The reporting person has sole voting power with respect to
185,982 shares and sole dispositive power with respect to
183,269 shares, as the 2,713 shares held by the ESOP are
subject to shared dispositive power.
(9) The reporting person has shared dispositive power with respect
to 149,745 shares and shared voting power with respect to
147,032 shares, as the 2,713 shares held by the ESOP are
subject to sole voting power.
(10) Subject to the disclaimer of beneficial ownership set forth in
note (8) above, the aggregate amount of shares beneficially
owned by the reporting person for reporting purposes is
333,015 shares (the sum of the two total share figures in the
table above, less 2,713 shares to eliminate the duplication of
including the ESOP shares in each of such totals).
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
333,015 shares or 6.5% of the outstanding Common Stock of
the Issuer.
(b) The 333,015 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: 185,982
shares;
Shared power to vote or direct the vote: 147,032
shares;
Sole power to dispose or direct the disposition:
183,269 shares; and
Shared power to dispose or direct the disposition:
149,745 shares.
The shares of Common Stock subject to purchase
under unexercised options granted under the Option
Plan, 26,175 shares, are included in the number of
shares indicated above as owned with sole voting
power and sole power of disposition. Of the shares
subject to options, 18,175 shares are subject to
presently exercisable options and additional
increments of 4,000 shares each become exercisable
as of May 28 in each of the years 1994 and 1995.
Although, for convenience in reporting, all of the
26,175 shares subject to options are included above
as beneficially owned, the reporting person
disclaims beneficial ownership of all shares
subject to options which are not exercisable within
60 days.
(c) During the period since February 17, 1993, the
date of Amendment No. 5 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, 185,982
shares, such shares are held as follows: 100,613 shares
held as Trustee of the Vincent S. Hughes Trust; 27,977
shares held as Trustee of the Vincent K. Hughes Trust;
28,504 shares held as Trustee of the Megan R. Hughes
Trust; 2,712 shares held by the ESOP for the account of
the reporting person; and 26,175 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, 183,269 shares, includes all of the
aforementioned shares except the 2,713 shares held by the
ESOP.
As to the shares indicated in subparagraph (b)
as being subject to shared voting power, 147,032 shares,
such shares are held as follows: 29,377 shares held as a
co-trustee of the Pauline B. Hughes Charitable Lead
Trust; 28,565 shares held as a co-trustee of the Vincent
S. Hughes Generation Skipping Trust; 28,565 held as a co-
trustee of the David H. Hughes Generation Skipping Trust;
19,881 shares held by Jacquelin C. 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,
149,745 shares, includes all of the aforementioned shares
together with the 2,713 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.
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/ VINCENT S. HUGHES
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SIGNATURE
VINCENT S. HUGHES
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Name
(O:\CORP\032\HUGHES\SCH13D\6.WPF)
