SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
Russell V. 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)
February 16, 1994
________________________________________________________________
(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 [X].
(continued on following page(s))
CUSIP No. 444482 10 3
. . . . . .
________________________________________________________________
(1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons of
Russell V. 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 40,389 shares
Shares Bene- . . . . . . . . . . . . .
ficially Owned _________________________________________________
by Each Report-
ing Person With
(8) Shared Voting Power 273,516 shares
. . . . . . . . . . . .
_________________________________________________
(9) Sole Dispositive Power 39,155 shares
. . . . . . . . . . .
_________________________________________________
(10) Shared Dispositive Power 274,750 shares
. . . . . . . . . .
(continued on following page)
________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
. . . . . . . . . . . . . . . . . . . . . .313,905 shares
________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares . . . . . . . . . . . . . . . . . . . . . . . . . .
________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11) 6.7%
. . . . .
________________________________________________________________
(14) Type of Reporting Person IN
. . . . . . . . . . . . . . . . . .
________________________________________________________________
Item 1. Security and Issuer.
The securities which are the subject of this Schedule 13D (this
"Schedule") 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; Russell V. 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 Schedule is filed for the purpose of reporting the acquisition on
February 16, 1994 by the reporting person of shared voting and dispositive
power, and, therefore, beneficial ownership, with respect to 211,608 shares
(the "Trust Shares") of Common Stock held by the Russell S. Hughes Trust
(the "RSH Trust") under Agreement dated September 9, 1970, as amended (the
"Trust Agreement"). The acquisition of such beneficial ownership of the
Trust Shares increased the reporting person's beneficial ownership of
Common Stock to more than five percent of the total outstanding shares.
Acquisition by the reporting person of voting and dispositive power
with respect to the Trust Shares resulted from the death, on February 16,
1994, of Russell S. Hughes (the "Grantor"), grantor of the RSH Trust.
Under the terms of the Trust Agreement, after the death of the Grantor, Sun
Bank, N.A. (the "Trustee"), as trustee of the RSH Trust, may exercise
voting and dispositive powers with respect to the Trust Shares only with
the written consent of the reporting person and one other person designated
in the Trust Agreement.
Prior to his death, the Grantor reported his beneficial ownership of
the Trust Shares on Schedule 13G, the last such report being Amendment 13
to Schedule 13G dated May 4, 1991. Prior to the date of the Grantor's
death his beneficial ownership of Common Stock constituted less than five
percent of the outstanding shares as a result of increases in the number of
shares of Common Stock outstanding.
The acquisition of the Trust Shares, when added to the shares of
Common Stock already beneficially owned by the reporting person on the
acquisition date, increased the reporting person's beneficial ownership of
Common Stock to more than five percent of the shares then outstanding.
The following table sets forth the number of shares of Common Stock
beneficially owned by the reporting person upon his acquisition of the
Trust Shares and the changes in his beneficial ownership of Common Stock
from the date of his acquisition of the Trust Shares until the date of this
Schedule:
Shares Beneficially Owned,
Acquisitions and
(Dispositions)
Date Shares Beneficially Owned Options(1)
---- ------------------------- -------
Sole Shared
---- ------
2/16/94(2) 40,389(2) 61,908(2) 22,625(2)
2/16/94(3) 211,608
------ ------- ------
TOTALS 40,389(4) 273,516(5) 22,625
====== ======= ======
AGGREGATE AMOUNT REPORTED 313,905
=======
________
(1) Shares subject to unexercised options under Issuer's 1988 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 February 16, 1994.
(3) Acquisition of shared voting and dispositive power with respect to
Trust Shares upon the death of the Grantor of the RSH Trust.
(4) Includes 22,625 shares subject to unexercised options under the Option
Plan. The reporting person has sole voting power with respect to
40,389 shares and sole dispositive power with respect to 39,155
shares, as the 1,234 shares held by the ESOP are subject to shared
dispositive power.
(5) The reporting person has shared dispositive power with respect to
274,750 shares and shared voting power with respect to 273,516 shares,
as the 1,234 shares held by the ESOP are subject to sole voting power.
See Item 5 of this Schedule for specific information with respect to
the reporting person's respective ownership interests in the shares.
The change reported in this Schedule did not result from a purchase of
securities or from an expenditure of funds or other consideration by the
reporting person.
Item 4. Purpose of Transaction.
This Schedule is filed for the purpose of reporting the acquisition by
the reporting person of shares of Common Stock increasing his share
ownership to more than five percent of the total 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, or the
acquisition of additional shares by the accounts included in the reporting
person's beneficial ownership 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 capitalization 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 313,905 shares or 6.7% of the
aggregate 4,674,161 shares of Common Stock of the Issuer which, according
to the Issuer, were outstanding as of February 16, 1994, the date of the
acquisition reported by the reporting person in this Schedule 13D.
(b) The 313,905 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: 40,389 shares;
Shared power to vote or direct the vote: 273,516
shares;
Sole power to dispose or direct the disposition:
39,155 shares; and
Shared power to dispose or direct the disposition:
274,750 shares.
The shares of Common Stock subject to purchase under unexercised
options granted under the Stock Option Plan, 22,625 shares, are
included in the number of shares indicated above as owned with sole
voting power and sole power of disposition.
(c) During the sixty day period prior to February 16, 1994, the date
on which the reporting person became the beneficial owner of more than five
percent of the Issuer's outstanding Common Stock 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, 40,389 shares, such shares are held as
follows: 16,530 shares held in a trust account with respect to which the
reporting person is the trustee; 1,234 shares held by the ESOP; and 22,625
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, 39,155 shares, includes all of the aforementioned
shares except the 1,234 shares held by the ESOP.
As to the shares indicated in subparagraph (b) as being subject
to shared voting power, 273,516 shares, such shares are held as follows:
211,608 shares held by the RSH Trust; 21,263 shares held jointly by the
reporting person and his wife; and 40,645 shares held by Hughes, Inc., a
Florida corporation of which each of the following persons is a director,
executive officer and owner of a one-third equity interest: the reporting
person, David H. Hughes and Vincent S. Hughes. Information with respect to
each of the foregoing other persons who share voting power with the
reporting person is set forth below.
David H. Hughes: present principal occupation and employment, Chairman
of the Board and Chief Executive Officer of the Issuer.
Vincent S. Hughes; present principal occupation and employment, Vice
President of the Issuer.
The business address of each of the above persons is 20 North Orange
Avenue, Suite 200, Orlando, Florida 32801 and each such person is a
citizen of the United States of America.
Neither of the above persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor has either of such persons, 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.
The shares indicated in subparagraph (b) above as being subject
to shared dispositive power, 274,750 shares, includes all of the shares
which are owned with shared voting power together with the 1,234 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.
(The remainder of this page intentionally left blank.)
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 Schedule
is true, complete and correct.
May 25, 1995
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Date
/s/ Russell V. Hughes
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SIGNATURE
RUSSELL V. HUGHES
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Name
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