SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HUGHES SUPPLY, INC.
(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
444482 10 3
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(CUSIP Number)
David H. Hughes, Chairman of the Board
Hughes Supply, Inc.
P.O. Box 2273
20 North Orange Avenue, Suite 200
Orlando, Florida 32802
Tel. No. (407) 841-4755
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
July 31,1995
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(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
Donald C. Martin ###-##-####
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.
________________________________________________________________
(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 212,828 shares
Shares Bene- . . . . . . . . . . . . .
ficially Owned _________________________________________________
by Each Report-
ing Person With
(8) Shared Voting Power 56,569 shares
. . . . . . . . . . . .
_________________________________________________
(9) Sole Dispositive Power 212,828 shares
. . . . . . . . . . . .
_________________________________________________
(10) Shared Dispositive Power 56,569 shares
. . . . . . . . . .
(continued on following page)
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________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
. . . . . . . . . . . . . . . . . . . . . .276,897 shares
________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares . . . . . . . . . . . . . . . . . . . . . . . . . .
________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11) 4.2%
. . . . .
________________________________________________________________
(14) Type of Reporting Person IN
. . . . . . . . . . . . . . . . . .
________________________________________________________________
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Item 1. Security and Issuer.
The securities which are the subject of this Amendment No. 1
to Schedule 13D (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; Donald C. Martin (the "reporting person").
(b) Business address; 5180 Peachtree Road
Atlanta, Georgia 30341
(c) Present principal occupation and employment;
Consultant to 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 of Common
Stock during the period from the date of the reporting person's
initial filing of Schedule 13D, dated July 8, 1993, through the
date of this Amendment and the resulting reduction in the
reporting person's beneficial ownership to less than five percent
of the total outstanding shares as a result of such changes and,
more importantly, as a result of increases in the number of
outstanding shares of the Issuer during such period.
The transactions by the reporting person reported in this
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Amendment consist of the acquisition of stock options to acquire
an aggregate of 5,000 shares under the Issuer's Director's Stock
Option Plan and the disposition by gift of 7,500 shares. During
the period from July 8, 1993 to the date of this Amendment the
number of outstanding shares of the Issuer increased to 6,608,998
so that the aggregate amount of share of the Issuer beneficially
owned by the reporting person reported in this Amendment, 276,897
shares, now constitutes approximately 4.2 % of the class.
The following table sets forth the reporting person's
beneficial ownership of Common Stock as of July 8, 1993, the date
of the last transaction covered by the reporting person's only
previous filing on Schedule 13D, and the changes in his
beneficial ownership from that date until the date of this
Amendment:
Shares Beneficially Owned,
Acquisitions and
(Dispositions)
Date Shares Beneficially Owned Options(1)
Sole Shared
7/8/93(2) 215,328(2) 56,569(2) none (2)
5/24/94(3) 2,500(1) 2,500
5/23/95(3) 2,500(1) 2,500
7/31/95(4) ( 7,500)
TOTALS 212,828(5) 56,569(6) 5,000
AGGREGATE AMOUNT REPORTED 276,897
________
(1) Shares subject to unexercised options under Issuer's
Directors' Stock Option Plan (the "Option Plan") are
reported as owned with sole voting and dispositive power and
are included in the amount reported on lines (7) and (9) of
Schedule 13.
(2) Shares beneficially owned on July 8, 1993 prior to the
transactions reported in the table.
(3) Option granted to the reporting person under the Option
Plan.
(4) Gift of shares by the reporting person.
(5) Includes 5,000 shares subject to unexercised options under
the Option Plan. The reporting person has sole voting and
dispositive power with respect to 212,828 shares.
(6) The reporting person has shared voting and dispositive power
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with respect to 56,569 shares.
See Item 5 of this Schedule for specific information with
respect to the reporting person's respective ownership interests
in the shares.
The changes reported in this Amendment did not result from a
purchase of securities by, 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 the reporting person's beneficial ownership of shares
of Common Stock and the resulting reduction of his beneficial
ownership to less than five percent of the outstanding shares of
Common Stock of the Issuer 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, 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
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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 276,897 shares or 4.2% of the aggregate 6,608,998
shares of Common Stock of the Issuer which, according
to the Issuer, were outstanding as of August 9, 1995,
the date of this Amendment.
(b) The 276,897 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: 212,828
shares;
Shared power to vote or direct the vote: 56,569
shares;
Sole power to dispose or direct the disposition:
212,828 shares; and
Shared power to dispose or direct the disposition:
56,569 shares.
The shares of Common Stock subject to purchase
under unexercised options granted under the Option
Plan, 5,000 shares, are included in the number of
shares indicated above as owned with sole voting
power and sole power of disposition.
(c) During the period prior from July 8, 1993,
the date of the last change in the reporting person's
beneficial ownership of Common Stock reported on the
reporting person's last previous Schedule 13D, until
the date of this Amendment the reporting person did not
engage in any transaction or have any change in his
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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 and
dispositive power, 212,828 shares, such shares are held
as follows: 215,328 shares held by the reporting
person; and 5,000 of such shares are represented by
unexercised options under the Option Plan. The shares
indicated in subparagraph (b) above as being subject to
sole dispositive power, 212,828 shares, includes all of
the aforementioned shares.
As to the shares indicated in subparagraph
(b) as being subject to shared voting and dispositive
power, 56,569 shares, such shares are held by the wife
of the reporting person.
(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.
(The remainder of this page intentionally left blank.)
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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 knowl-
edge and belief, I certify that the information set
forth in this Amendment is true, complete and correct.
August 15, 1995
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Date
/s/Donald C. Martin
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SIGNATURE
DONALD C. MARTIN
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Name
(f:\corp\032\hughes\sch13d\dcm)
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