PROSPECTUS Prospectus
filed under
Rule 424(b)(3)
103,632 SHARES
HUGHES SUPPLY, INC.
Common Stock
This Prospectus relates to the sale of a maximum of 103,632
Shares of Common Stock, par value $1.00 (the "Shares"), by certain
shareholders of the Company (the "Selling Shareholders"). See
"Selling Shareholders."
The Shares may be offered by or on behalf of the Selling
Shareholders from time to time in transactions on the New York
Stock Exchange at the prices prevailing thereon, or in privately
negotiated transactions at prices as may be agreed upon at the time
of sale. The Shares may be publicly offered through underwriters,
dealers or agents. When a particular offer of the Shares is made
in which underwriting discounts and commissions (as defined in the
Securities Act of 1933, as amended) may be deemed to be involved,
a supplement to this Prospectus will be delivered together with
this Prospectus setting forth with respect to such offer the number
and price of the Shares offered and the terms of the offering,
including the names of any underwriters, dealers or agents
involved, any discounts, commissions and other items of
compensation from, and the net proceeds to, the Selling
Shareholders. See "Plan of Distribution." The Company will
receive no proceeds from this offering.
The Selling Shareholders will bear all expenses with respect
to the offering of their respective shares, except the costs
associated with registering the Shares, including the preparation
and printing of this Prospectus, which will be borne by the
Company.
The Common Stock of the Company, $1.00 par value, is traded on
the New York Stock Exchange (ticker symbol HUG). On November 8,
1994, the last reported sale price of the Common Stock was $18.75.
_____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE 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 December 29, 1994.
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TABLE OF CONTENTS
CAPTION PAGE
Available Information ................................. 3
Copies of Certain Documents ........................... 3
The Company ........................................... 4
Use of Proceeds ....................................... 4
Selling Shareholders .................................. 5
Plan of Distribution .................................. 6
Recent Developments ................................... 6
Legal Matters ......................................... 6
Experts ............................................... 7
Incorporation of Certain Documents by Reference ....... 7
Indemnification of Directors and Officers ............. 7
<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 Room 1024, 450
5th Street, N.W., Washington, D.C. 20549, and at the Commission's
regional offices at CitiCorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60621-2511 and 7 World Trade Center, 13th
Floor, New York, New York 10048. 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 listed on the New York Stock Exchange and
such reports, proxy statements and information concerning the
Company can be inspected at the New York Stock Exchange, Room 401,
20 Broad Street, New York, New York 10005.
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 OTHER THAN AS CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER CONTAINED HEREIN, AND IF GIVEN OR MADE
SUCH INFORMATION OR REPRESENTATIONS SHALL NOT BE RELIED UPON. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A 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 SUCH STATE. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE FACTS
HEREIN SET FORTH SINCE THE DATE HEREOF.
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.
As of the date of this Prospectus the Company distributes its
product lines through 152 wholesale sales outlets located in
Florida and 9 other states throughout the Southeast. The Company
operates 62 sales outlets in Florida, 21 sales outlets in Georgia,
8 sales outlets in Alabama and two sales outlets in South Carolina
under the name of Hughes Supply, Inc. The subsidiaries of the
Company operate a total of 59 sales outlets located in Florida,
Georgia, North Carolina, South Carolina, Mississippi, Tennessee,
Kentucky, Maryland and Virginia. Since the beginning of the
current fiscal year the Company acquired 3 previously unaffiliated
sales outlets located in Savannah, Georgia, Jacksonville, Florida
and Longwood, Florida.
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 offered hereby are being offered for the account of
the Selling Shareholders and the Company will receive no proceeds
from the sale of the Shares.
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SELLING SHAREHOLDERS
The following table sets forth certain information as of
November 8, 1994, with respect to the beneficial ownership of the
Shares. In addition, the following table 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
Trust Under the
Will of William
S. Swaim
c/o James B. Sloan,
Trustee
300 Woodbrook Drive
High Point, NC
27262 96,149 1.6(2) 96,149 -0- -0-
James B. Sloan (4)
300 Woodbrook Drive
High Point, NC
27262 7,483 -(3) 7,483 -0- -0-
(1) On January 28, 1994, the Company, pursuant to an Acquisition
Agreement dated as of January 28, 1994 (the "Acquisition
Agreement") by and among the Company, the Selling
Shareholders, and Swaim Supply Company, Inc., a North Carolina
corporation ("SSC"), acquired 100% of the issued and
outstanding capital stock of SSC from the Selling Shareholders
in exchange for an aggregate, after adjustment, of 103,632
Shares of the Common Stock of the Company. SSC is currently
operated as a wholly-owned subsidiary of the Company.
Pursuant to the terms of the Acquisition Agreement, the
Company agreed to register the shares of Common Stock of the
Company transferred to each of the Selling Shareholders under
the Securities Act of 1933, as amended. The Selling
Shareholders listed in the above table were the shareholders
of SSC.
(2) Calculated on the basis of 6,130,923 shares deemed to be
outstanding, including 6,128,659 shares presently outstanding,
the shares beneficially owned by the Selling Shareholders and
referred to the in table above, and 337,857 shares subject to
options which are presently exercisable.
(3) Shares beneficially owned constitute less than 1% of the
shares outstanding.
(4) Prior to January 28, 1994, James B. Sloan served as President
of SSC and since that date Mr. Sloan has served as Vice
President and Secretary of SSC.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time to purchasers
directly by any of the Selling Shareholders, acting independently
of one another, or the Selling Shareholders may from time to time
sell the Shares in transactions on the New York Stock Exchange at
the prices prevailing thereon. Alternatively, the Selling
Shareholders may from time to time offer the Shares through
underwriters, dealers or agents, who may receive compensation in
the form of underwriting discounts, concessions or commissions from
the Selling Shareholders and/or the purchasers of the Shares for
whom they may act as agent. The Selling Shareholders and any
underwriters, dealers or agents that participate in a distribution
of the Shares may be deemed underwriters, and any profit on the
sale of the Shares by them and any discounts, commissions or
concessions received by any such underwriters, dealers or agents
might be deemed to be underwriting discounts and commissions under
the Securities Act of 1933, as amended. At the time a particular
offer of the Shares is made in which underwriting discounts and
commissions (as defined in the Securities Act of 1933, as amended)
may be deemed to be involved, a supplement to this Prospectus will
be distributed which will set forth the number and price of the
Shares being offered and the terms of the offering, including the
name or names of any underwriters, dealers or agents, any
discounts, commissions and other items constituting compensation
from the Selling Shareholders and any discounts, commissions or
concessions allowed or paid to dealers.
The Shares may be sold from time to time in one or more
transactions at a fixed offering price, which may be changed, or a
varying price determined at the time of sale or at negotiated
prices.
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.
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 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 referenced in 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.
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 and July 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.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company, as a Florida corporation, is permitted, and in
some cases required, under circumstances set forth in the
provisions of Section 607.0850 of the Florida Business Corporation
Act, to indemnify a director, officer, employee, or agent of the
Company against certain expenses and liabilities incurred as a
party to any proceeding (including, among others, a proceeding
under the Securities Act of 1933) brought against such person by
reason of the fact that such person is or was a director, officer,
employee, or agent of the Company or is or was serving in such
capacity with respect to another entity at the request of the
Company. Such provisions also permit the Company to purchase and
maintain liability insurance on behalf of directors and officers.
For some years the Company has maintained an insurance policy
which insures directors and officers of the Company against amounts
the director or officer is obligated to pay as respects his legal
liability, whether actual or asserted, for any negligent act, any
error, any omission or any breach of duty, subject to the
applicable limits and terms of the policy, which amounts may
include damages, judgments, settlements, costs of investigation,
and costs, charges and expenses incurred in the defense of actions,
suits or proceedings or appeals therefrom, subject to the
exceptions, limitations and conditions set forth in the policy.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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.
