As filed with the Securities and Exchange Commission
on December 7, 1995
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HUGHES SUPPLY, INC.
(Exact name of Registrant as specified in its charter)
Florida 59-0559446
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
20 North Orange Avenue
Suite 200
Orlando, Florida 32801
(407) 841-4755
(Address and telephone number of
Registrant's principal executive offices)
Robert N. Blackford, Esquire
Maguire, Voorhis & Wells, P.A.
Two South Orange Plaza
Post Office Box 633
Orlando, Florida 32802
(407) 244-1100
(Name, address and telephone number
of agent for service)
Approximate date of commencement of proposed sale to the public: From time
to time following the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ x ]
(Cover page continued)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered per Share (1) Price (1) Fee
Common Stock, 290,950 shs. $26.625 $7,746,544 $2,671.22
par value
$1.00 per
share
(1) Estimated solely for the purpose of determining the registration fee
and calculated in accordance with Rule 457(c) under the Securities Act of
1933, as amended, as the average of the high and low prices for sales of
the Company's Common Stock on December 4, 1995 as reported by the New York
Stock Exchange.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission acting
pursuant to said Section 8(a), may determine.
___________________________________
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME EFFECTIVE.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE
TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL
NOT CONSTITUTE AN OFFER TO SELL OR THE 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 ANY SUCH STATE.
PRELIMINARY PROSPECTUS Dated December 7, 1995
290,950 SHARES
HUGHES SUPPLY, INC.
Common Stock
This Prospectus relates to an offering of up to 290,950 shares of
Common Stock, par value $1.00 per share (the "Common Stock"), of Hughes
Supply, Inc., a Florida corporation (the "Company"), consisting of shares
issued pursuant to the Acquisition Agreement dated June 23, 1995 between
the Company and Moore Electric Supply, Inc, a North Carolina corporation
("Moore Electric").
The shares of Common Stock may be offered by and on behalf of the
holders thereof who acquired the shares from the Company in consideration
of the Company's acquisition of Moore Electric under the terms of the
Acquisition Agreement, or by transferees or other successors in interest
(the "Selling Shareholders"). See "Selling Shareholders". The Company
will not receive any proceeds from the sale of the Common Stock offered
hereby. The shares may be offered on the New York Stock Exchange, Inc.
(the "NYSE") or in the over-the-counter market, or otherwise at prices and
at terms then prevailing or at prices related to the then current market
price, or in negotiated transactions. See "Plan of Distribution".
The Selling Shareholders will bear all underwriting expenses with
respect to the offering of the shares of Common Stock offered hereby. The
costs associated with registering the shares, including the Company's legal
and accounting fees, transfer agent's fees and the costs of preparation and
printing of this Prospectus, estimated at $22,171, will be borne by the
Company.
The Common Stock of the Company is traded on the NYSE under the symbol
"HUG". On December 4, 1995, the last reported sale price of the Common
Stock was $26 7/8 per share.
_____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
(Cover page continued)
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES 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 7, 1995.
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
Judiciary Plaza, 450 5th Street, N.W., Room 1024, Washington, D.C. 20549-
1104, and at the following regional offices of the Commission: New York
Regional Office, Seven World Trade Center, Suite 1300, New York, New York
10048; and Chicago Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. 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 traded on the NYSE
and such reports, proxy statements and information concerning the Company
can also be inspected at the offices of the NYSE, Room 401, 20 Broad
Street, New York, New York 10005.
This Prospectus, which constitutes part of a Registration Statement on
Form S-3 (Registration No. 33-_______) filed by the Company with the
Commission under the Securities Act of 1933, as amended (the "Securities
Act"), omits certain of the information contained in the Registration
Statement. The right to purchase one-hundredth of a share of the Company's
Series A Junior Participating Preferred Stock, no par value per share
(collectively, "Rights"), is attached to each share of Common Stock,
including each share of Common Stock offered hereby. Any reference in this
Prospectus to the Common Stock shall include such Rights. Reference is
hereby made to the Registration Statement and to the exhibits relating
thereto for further information with respect to the Company and the
securities offered hereby. This Prospectus does not contain all
information set forth in the Registration Statement. Certain parts of the
Registration Statement have been omitted in accordance with the rules and
regulations of the Commission. For further information, reference is made
to the Registration Statement which can be inspected at the public
reference rooms at the offices of the Commission.
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.
________________________
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR THE SELLING SHAREHOLDERS. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SUBSEQUENT TO ITS DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER
THAN THE REGISTERED SECURITIES TO WHICH IT RELATES. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL.
-4-
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, directly and through it subsidiaries, is primarily
engaged in the wholesale distribution of a broad range of materials,
equipment and supplies to the construction industry. Major product lines
distributed by the Company include electrical, plumbing and electric
utility equipment; building materials; pool equipment and supplies; water
and sewer products; air conditioning and heating equipment and supplies;
water systems and industrial pipe, valves, and fittings.
As of November 29, 1995 the Company distributed its product lines
through 195 wholesale sales outlets operated by the Company and its
subsidiaries located in Florida, 13 other states and Puerto Rico. The
following listing sets forth the locations of the sales outlets operated by
the Company and its subsidiaries: Florida, 63; Georgia, 31; North Carolina,
24; Ohio, 13; South Carolina 17; Mississippi, 11; Tennessee, 11; Alabama,
9; Indiana, 4; Pennsylvania, 3; Virginia, 3; Kentucky, 3; Maryland, 1; New
Jersey, 1; and Puerto Rico, 1. Included among the foregoing locations are
10 locations engaged in the distribution of electrical equipment and
supplies, 4 of which are in South Carolina, 3 of which are in Georgia, 2 of
which are in North Carolina and 1 of which is in Florida, and 9 locations
engaged in the distribution of pool equipment and supplies, 2 of which are
in Florida, 2 of which are in Alabama, 1 of which is in New Jersey, 1 of
which is in Tennessee, 1 of which is in Kentucky, 1 of which is in South
Carolina and 1 of which is in Puerto Rico, which have been acquired since
the beginning of the Company's current fiscal year.
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 of Common Stock offered hereby are being offered for the
account of the Selling Shareholders, and the Company will receive no
proceeds from the sale of such shares.
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SELLING SHAREHOLDERS
The following table sets forth certain information as of the date of
this Prospectus with respect to the beneficial ownership of the shares of
Common Stock offered hereby. Each of the Selling Shareholders has sole
voting and investment power with respect to such shares. The table also
reflects the effect of the sale of the shares offered hereby.
Before Offering After Offering
Number of Percent of Number of Percent of
Shares Outstanding Shares to Number of Outstanding
Owned Shares (1) be Sold Shares Owned Shares
John V. Moore
3531 Castellaine Dr.
Charlotte, N.C. 28226
232,760 3.5(1) 232,760 -0- -0-
Grady S. Alexander
8900 Carletto Ct.
Charlotte, N.C. 28214
29,095 (1) 29,095 -0- -0-
Earl Michael Smith
5803 C. Sharon Rd.
Charlotte, N.C. 28210
29,095 (1) 29,095 -0- -0-
(1) Calculated on the basis of 6,586,079 shares outstanding as of November
27, 1995. Calculated percentage of less than one percent (1%) not
shown.
(2) On June 23, 1995, the Company, pursuant to the Acquisition Agreement
dated June 23, 1995 between the Company and Moore Electric (the
"Acquisition Agreement"), acquired Moore Electric from its
shareholders for an aggregate base price of $6,350,000 (the "Base
Price") subject to adjustment, if necessary, to increase or decrease
the price from the Base Price to the Final Adjusted Price to reflect a
change in the value of Moore Electric from the assumed value of
$3,689,548 to the value determined under the Acquisition Agreement on
the closing date. The Base Price was paid by the Company at closing
by delivery of consideration consisting of 290,950 shares of Common
Stock of the Company, with an aggregate value, as determined under the
Acquisition Agreement at $21.825 per share (the "Acquisition Agreement
Share Price"), of $6,349,984 together with cash payment for fractional
share interests. At the closing, 58,190 shares of the Common Stock,
with an aggregate value of $1,269,996.80, were delivered in escrow
under the terms of an Escrow Agreement as security to be returned to
-6-
the Company in the event the Final Adjusted Price is determined to be
lower than the Base Price. In the event the Final Adjusted Price is
determined to be less than or more than the Base Price, the amount of
such difference will be returned to the Company or paid by the
Company, as the case may be, in shares of the Company at the
Acquisition Agreement Share Price. Each of the indicated Selling
Shareholders was a shareholder of Moore Electric prior to its
acquisition by the Company. See Note (3) below.
(3) The registration under the Securities Act of 1933, as amended, of the
shares offered hereby to permit resale of the shares by the Selling
Shareholders after the closing of the acquisition was, in each case, a
condition of the acquisition under the applicable Acquisition
Agreement.
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby may be sold from time to
time by the Selling Shareholders, or by transferees or other successors in
interest. Such sales may be made on one or more exchanges or in the over-
the-counter market, or otherwise at prices and at terms then prevailing or
at prices related to the then current market price, or in negotiated
transactions. Such shares may be sold by one or more of the following: (a)
block trade in which the broker or dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account
pursuant to this Prospectus; (c) an exchange distribution in accordance
with the rules of such exchange; and (d) ordinary brokerage transactions,
transactions directly with a market maker, and transactions in which the
broker solicits purchasers. In effecting sales, brokers or dealers engaged
by a Selling Shareholder may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from
the Selling Shareholder in amounts to be negotiated immediately prior to
the sale. Such brokers or dealers and any other participating brokers or
dealers may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended, in connection with such sales. In
addition, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to
this Prospectus.
Upon the Company's being notified by a Selling Shareholder that any
material arrangement has been entered into with a broker-dealer for the
sale of shares through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer,
a supplemented Prospectus will be filed, if required, pursuant to Rule
424(c) under the Act, disclosing (i) the name of the Selling Shareholder
and of the participating broker-dealer(s), (ii) the number of shares
involved, (iii) the price at which such shares were sold, (iv) the
commissions paid or discounts or concessions allowed to such broker-
dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct
-7-
any investigation to verify the information set out or incorporated by
reference in this Prospectus and (vi) other facts material to the
transaction.
RECENT DEVELOPMENTS
No material changes in the business or affairs of the Company have
occurred since January 27, 1995, which have not been described in any
report on Form 10-Q or Form 8-K or in this Prospectus.
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 of Common Stock
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. As of
December 1, 1995 certain members of that firm beneficially owned 24,987
shares of the Company's Common Stock.
EXPERTS
The consolidated financial statements for the year ended January 27,
1995 incorporated in this Prospectus by reference to the annual report on
Form 10-K for the year ended January 27, 1995, have been so incorporated in
reliance on the report of Price Waterhouse LLP, independent accountants,
given on the authority as experts in accounting and auditing.
The consolidated financial statements of the Company and its
subsidiaries for the years ended January 28, 1994 and January 29, 1993
incorporated by reference into the Company's annual report on Form 10-K for
the year ended January 27, 1995, have been audited by Coopers & Lybrand
L.L.P., 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, which includes an explanatory
paragraph on the change in the method of accounting for income taxes in the
period ended January 31, 1992, of such firm, which report is given upon its
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 27, 1995, and the Company's quarterly Reports on Form 10-Q for the
fiscal quarters ended April 30, 1995, July 31, 1995 and October 31, 1995
filed under the Securities Exchange Act of 1934, as amended (the "Exchange
-8-
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.
(the remainder of this page intentionally left blank)
-9-
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
It is estimated that the Registrant will incur the following expenses
in connection with the offering of the securities being registered. All of
the amounts shown are estimated except for the Securities and Exchange
Commission registration fee, and all of said amounts will be paid by the
Registrant.
Registration Fee - Securities and
Exchange Commission................. $ 2,671
Blue Sky Expenses........................ 1,500
Accounting .............................. 9,000
Legal Fees............................... 5,500
Printing................................. 500
Transfer Agent's Fees and Expenses....... 1,500
Miscellaneous Expenses................... 1,500
Total.......................... $ 22,171
Item 15. Indemnification of Directors and Officers.
The Section 607.0850 of the Florida Business Corporation Act permits,
and in some cases requires, the Registrant as a Florida corporation to
indemnify a director, officer, employee, or agent of the Registrant, or any
person serving at the request of the Registrant in any such capacity with
respect to another entity, against certain expenses and liabilities
incurred as a party to any proceeding, including, among others, a
proceeding under the Securities Act of 1933, as amended (the "Securities
Act"), brought against such person by reason of the fact that such person
is or was a director, officer, employee, or agent of the Registrant or is
or was serving in such capacity with respect to another entity at the
request of the Registrant. With respect to actions, other than in the
right of the Registrant, such indemnification is permitted if such person
acted in good faith and in a manner such person reasonably believed to be
in, or not opposed to, the best interests of the Registrant, and with
respect to any criminal action or proceeding, if such person had no
reasonable cause to believe his or her conduct was unlawful. Termination
of any such action by judgment, order, settlement or conviction or a plea
of nolo contendere, or its equivalent shall not, of itself, create a
presumption that such person did not act in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests
of the Registrant, or with respect to any criminal action or proceeding,
had reasonable cause to believe that his or her conduct was unlawful.
With respect to any action threatened, pending or completed in the
right of the Registrant to procure a judgment in its favor against any such
person, the Registrant may indemnify any such person against expenses
actually and reasonably incurred by him or her in connection with the
II-1
defense or settlement of such action or suit, including the appeal thereof,
if he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the Registrant,
except that no indemnification shall be made in respect of any claim, issue
or matter as to which any such person shall have been adjudged to be liable
for negligence or misconduct in the performance of his or her duties to the
Registrant unless the Court in which the action was brought determines that
despite the adjudication of liability, but in view of all the circumstances
in the case, such person is fairly and reasonably entitled to indemnity for
such expenses.
Section 607.0850 also provides that if any such person has been
successful on the merits or otherwise in defense of any action, suit or
proceeding, whether brought in the right of the Registrant or otherwise,
such person shall be indemnified against expenses actually and reasonably
incurred by him or her in connection therewith.
If any director or officer does not succeed upon the merits or
otherwise in defense of an action, suit or proceeding, then unless pursuant
to a determination made by a court, indemnification by the Registrant shall
be made only as authorized in the specific case upon a determination that
indemnification of the director or officer is proper because he or she has
met the applicable standard of conduct. Any such determination may be
made:
(a) By the Board of Directors by a majority vote of a quorum
consisting of directors who are not parties to such action, suit, or
proceeding;
(b) If such a quorum is not obtainable or, even if obtainable, by a
majority vote of a committee duly designated by the Board of Directors (in
which Directors who are parties may participate) consisting solely of two
or more Directors not at the time parties to the proceeding;
(c) By independent legal counsel selected by the Board of Directors
prescribed in paragraph (a) or the committee prescribed in paragraph (b);
or if a quorum of the Directors cannot be obtained for paragraph (a) or the
committee cannot be designated under paragraph (b) selected by a majority
vote of the full Board of Directors (in which Directors who are parties may
participate); or
(d) By the shareholders by a majority vote of a quorum consisting of
shareholders who were not parties to the proceeding or, if no such quorum
is obtainable, by a majority vote of shareholders who were not parties to
such proceedings.
Section 607.0850 also contains a provision authorizing corporations to
purchase and maintain liability insurance on behalf of its directors and
officers. For some years the Registrant has maintained an insurance policy
which insures directors and officers of the Registrant against amounts the
director or officer is obligated to pay in respect of his legal liability,
whether actual or asserted, for any negligent act, any error, any omission
II-2
or any breach of duty which, subject to the applicable limits and terms of
the policy, include damages, judgments, settlements, costs of
investigation, and costs, charges and expenses incurred in the defense of
actions, suits, or proceedings or appeals thereto, subject to the
exceptions, limitations and conditions set forth in the policy.
Under the terms of the Acquisition Agreement dated June 23, 1995
between the Registrant, Moore Electric, Inc. ("Moore Electric") and the
stockholders of Moore Electric (the "Moore Electric Stockholders") (the
"Moore Electric Acquisition Agreement") the Registrant and the Moore
Electric Shareholders have each agreed to indemnify the other and, if any,
their respective controlling persons, directors and officers, against
losses, claims, damages, or liabilities to which such persons may become
subject under the Securities Act or any other statute or common law, and to
reimburse any such person for any reasonable legal or other expenses
actually and reasonably incurred by such person in connection with
investigating any claims and defending any actions, insofar as such losses,
claims, damages, liabilities, or actions arise out of or are based upon any
untrue statement in or omission from, or allegedly untrue statement in or
omission from, any registration statement filed under the Securities Act
with respect to the shares issued as consideration under the Acquisition
Agreement; provided, however, that neither any Moore Stockholder, nor any
controlling person, director or officer of any of them shall be indemnified
by the Registrant with respect to any information included in or omitted
from any registration statement in reliance upon information furnished by
or withheld by such Moore Stockholder, nor shall the Registrant nor any of
its respective controlling persons, directors or officers be indemnified by
any Moore Electric Stockholder except with respect to information included
in or omitted from any such registration statement in reliance upon
information furnished by or withheld by such Moore Electric Stockholder.
Item 16. Exhibits.
(1) Underwriting agreement - Not applicable.
(2) Plan of acquisition, reorganization, liquidation or succession -
Not applicable (subject acquisition is not material to
Registrant)
(4) Instruments defining the rights of security holders, including
indentures:
4.1 A Specimen Stock Certificate representing shares of the
Company's common stock, $1.00 par value, filed as Exhibit
4.2 to Form 10-Q for the quarter ended October 31, 1984 and
incorporated herein by reference.
4.2 Resolution Approving and Implementing Shareholder Rights
Plan filed as Exhibit 4.4 to Form 8-K dated May 17, 1988 and
incorporated herein by reference.
II-3
4.3 Articles of Incorporation filed as Exhibit 3.1 to Form 10-Q
for the quarter ended July 31, 1994 and incorporated herein
by reference.
4.4 Composite By-Laws filed as Exhibit 3.2 to Form 10-Q for the
quarter ended July 31, 1994 and incorporated herein by
reference.
(5) Opinion re: legality - Opinion of Maguire, Voorhis & Wells, P.A.
is filed as Exhibit 5 to the Registration Statement.
(8) Opinion re tax matters - Not applicable.
(12) Statements re computation of ratios - Not applicable.
(15) Letter re unaudited interim financial information - Not
applicable.
(23) Consents of experts and counsel:
23.1 The consent of Coopers & Lybrand L.L.P. is filed as Exhibit
23.1 to the Registration Statement.
23.2 The consent of Price Waterhouse LLP is filed as Exhibit 23.2
to the Registration Statement.
23.3 The Consent of Maguire, Voorhis & Wells, P.A. is included in
its opinion filed as Exhibit 5 to the Registration
Statement.
(24) Power of attorney - Not applicable.
(25) Statement of eligibility of trustee - Not applicable.
(26) Invitations for competitive bids - Not applicable.
(27) Financial Data Schedules - Not applicable.
(28) Information from reports furnished to state insurance regulatory
authorities - Not applicable.
(99) Additional exhibits - Not applicable.
Item 17. Undertakings.
The undersigned hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to the registration to include any
material information with respect to the plan of distribution not
II-4
previously disclosed in the registration statement or any material change
to such information in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(d) For purposes of determining any liability under the Securities
Act of 1933, that each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in this registration statement shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described
under Item 15 above or otherwise, the Registrant 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. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted
against the Registrant by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Orlando, State of Florida, on
this 16th day of November, 1995.
HUGHES SUPPLY, INC.
(Registrant)
By: /s/David H. Hughes
David H. Hughes, Chairman of the
Board, and Chief Executive Officer
/s/J. Stephen Zepf
J. Stephen Zepf, Treasurer and
Chief Financial Officer, Chief
Accounting Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David H. Hughes, J. Stephen Zepf and
Robert N. Blackford, or any of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities to sign any or all
amendments to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each of said attorneys-
in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that each of said attorneys-
in-fact and agents, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/David H. Hughes Director November 16, 1995
David H. Hughes
/s/A. Steward Hall, Jr. Director November 16, 1995
A. Stewart Hall, Jr.
/s/Vincent S. Hughes Director November 16, 1995
Vincent S. Hughes
/s/Russell V. Hughes Director November 16, 1995
Russell V. Hughes
/s/John D. Baker II Director November 16, 1995
John D. Baker II
/s/Robert N. Blackford Director November 16, 1995
Robert N. Blackford
/s/John B. Ellis Director November 16, 1995
John B. Ellis
/s/Clifford M. Hames Director November 16, 1995
Clifford M. Hames
/s/Herman B. McManaway Director November 16, 1995
Herman B. McManaway
/s/Donald C. Martin Director November 16, 1995
Donald C. Martin
(f:\corp\032\hughes\mes\s-3.2)
EXHIBIT INDEX
EXHIBIT DESCRIPTION
5 Opinion re Legality - Opinion of
Maguire, Voorhis & Wells, P.A.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Price Waterhouse LLP
Item 16 of Part II of this Registration Statement lists the Exhibits
which are filed with or incorporated by reference into this Registration
Statement. The above listed Exhibits are filed with this Registration
Statement and, as set forth in Item 16, all other Exhibits are incorporated
herein by reference.
(f:\corp\032\hughes\mes\s-3.2)
Exhibit 5
December 5, 1995
Hughes Supply, Inc.
20 North Orange Avenue
Suite 200
Orlando, Florida 32801
Re: Registration Statement on Form S-3
Gentlemen:
We refer to the proposed sale of up to 290,950 shares of
Common Stock, par value $1.00 per share (the "Stock"), of Hughes
Supply, Inc. (the "Corporation") whereby the Stock will be offered
for the accounts of John V. Moore, Grady S. Alexander and Earl
Michael Smith (the "Selling Shareholders"). We have examined the
Registration Statement on Form S-3 proposed to be filed with the
Securities and Exchange Commission under the Securities Act of
1933, as amended. We have also examined copies of your Articles of
Incorporation, including all amendments to the date hereof, and all
other corporate records and documents deemed necessary to render
this opinion.
Based on the foregoing, it is our opinion that the shares of
the Stock being registered will, when sold as contemplated in the
Prospectus forming a part of the Registration Statement, be legally
issued, fully paid and non-assessable shares of Common Stock of the
Corporation.
We hereby consent (i) to be named in the Registration
Statement and in the Prospectus, which constitutes a part thereof,
as the attorneys who will pass on the legal matters in connection
with the proposed sale of the Stock by the selling stockholders,
and (ii) to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
MAGUIRE, VOORHIS & WELLS, P.A.
By: /s/Robert N. Blackford
Robert N. Blackford
f:\corp\032\hughes\mes\s-3.opn
Exhibit 23.1
Consent of Independent Accountants
We consent to the incorporation by reference in this registration
statement on Form S-3 of Coopers & Lybrand's report, which includes
an explanatory paragraph on the change in the method of accounting
for income taxes in the period ended January 31, 1992, dated March
17, 1994, on Coopers & Lybrand's audits of the consolidated
financial statements of Hughes Supply, Inc. and subsidiaries, which
report is incorporated by reference in the Company's Annual Report
on Form 10-K for the fiscal year ended January 27, 1995. We also
consent to the reference to Coopers & Lybrand under the caption
"Experts".
/s/ Coopers & Lybrand L.L.P.
Orlando, Florida
December 1, 1995
Exhibit 23.2
Consent of Independent Certified Public Accountants
We hereby consent to the incorporation by reference in the
Prospectus constituting part of the Registration Statement
on Form S-3 of our report dated March 15, 1995, which
appears on page 12 of the Annual Report to the
Shareholders of Hughes Supply, Inc., which is incorporated
in Hughes Supply, Inc.'s Annual Report on Form 10-K for
the year ended January 27, 1995. We also consent to the
reference to us under the heading "Experts" in such
Prospectus.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Orlando, Florida
December 1, 1995
