As filed with the Securities and Exchange Commission
on July 28, 1995
Registration No. ________
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, 206,524 shs. $21.75 $4,491,897 $1,548.93
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 July 24, 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.
___________________________________
<PAGE>
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 July 28, 1995
206,524 SHARES
HUGHES SUPPLY, INC.
Common Stock
This Prospectus relates to an offering of up to 206,524 shares of
Common Stock, par value $1.00 (the "Common Stock"), of Hughes Supply, Inc.,
a Florida corporation (the "Company"), consisting of 33,952 shares issued
pursuant to the Acquisition Agreement dated March 30, 1995 between the
Company and Port City Electrical Supply, Inc, a Georgia corporation ("Port
City Electrical") and, 172,572 shares issued pursuant to the Acquisition
Agreement dated April 3, 1995 between the Company and Elec-Tel Supply
Company, Inc., a Georgia corporation ("Elec-Tel Supply").
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 Port City Electrical and Elec-Tel Supply
under the terms of the Acquisition Agreements, 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 $25,049, will be borne by the
Company.
The Common Stock of the Company is traded on the NYSE under the symbol
"HUG." On July 24, 1995, the last reported sale price of the Common Stock
was $21 5/8 per share.
_____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES 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 __________, 1995.<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
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 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.
________________________
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 SHAREHOLDER. 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.
<PAGE>
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 the date of this Prospectus the Company distributed its product
lines through 179 wholesale sales outlets operated by the Company and its
subsidiaries located in Florida and 12 other states. The following listing
sets forth by state the locations of the sales outlets operated by the
Company and its subsidiaries: Florida, 62; Georgia, 29; North Carolina, 21;
Ohio, 13; South Carolina 13; Mississippi, 11; Tennessee, 9; Alabama, 8;
Indiana, 4; Pennsylvania, 3; Virginia, 3; Kentucky, 2; and Maryland 1.
Included among the foregoing locations are 4 locations engaged in the
distribution of electrical equipment and supplies, 3 of which are in
Georgia and 1 of which is in South Carolina, which have been acquired since
the beginning of the Company's current fiscal year. The Company also has
pending agreements for the acquisition of 4 additional locations engaged in
the distribution of pool equipment and supplies, 3 of which are in
Southeast Florida and 1 of which is in Puerto Rico, and 5 locations engaged
in the distribution of electrical equipment and supplies, 2 of which are in
North Carolina and 3 of which are in South Carolina.
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.
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
Ronald F. Onopa
16 Wylly Island Dr.
Savannah, GA 31406
33,952 (1) 33,952 -0- -0-
Ruth LeCraw
1601 West Wesley, N.W.
Atlanta, GA 30327
6,184 (1) 6,184 -0- -0-
John W. McGee
1791 Friar Tuck Rd., N.E.
Atlanta, GA 30309
17,180 (1) 17,180 -0- -0-
Lee A. McKinstry
302 Rolling Rock Rd.
Marietta, GA 30067
65,304 1.04 65,304 -0- -0-
D. Ellis Scarbrough
508 Stewart Ave.
Marietta, GA 30064
49,451 (1) 49,451 -0- -0-
Brian D. Wright
330 Willow Glenn Dr.
Marietta, GA 30068
34,453 (1) 34,453 -0- -0-
(1) Calculated on the basis of 6,253,775 shares outstanding as of July 12,
1995. Calculated percentage of less than one percent (1%) not shown.
(2) On March 30, 1995, the Company, pursuant to the Acquisition Agreement
dated March 30, 1995 between the Company and Port City Electrical (the
"Acquisition Agreement") acquired Port City Electrical from its
shareholder for an aggregate base price of $800,000 (the "Base Price")
subject to adjustment, if necessary, to increase or decrease the price
from the Base Price to the Pre-Earnout Adjusted Price to reflect a
change in the value of Port City Electrical from the assumed value of
$392,842 to the value determined under the Acquisition Agreement on
the closing date, or to pay the Earnout Adjustment, if any, earned
during the twelve month (12) period following the closing. The Base
Price was paid by the Company at closing by delivery of consideration
consisting of $160,000, or twenty percent (20%), of the Base Price in
cash, and 25,464 shares of Common Stock of the Company, with an
aggregate value, as determined under the Acquisition Agreement at
$18.85 per share, of $640,000, or eighty percent (80%) of the Base
Price. At the closing, 8,488 shares of the Common Stock, having an
aggregate value of $160,000 and constituting twenty percent (20%) of
the Base Price, were delivered in escrow under the terms of an Escrow
Agreement as security to be returned to the Company in the event the
Pre-Earnout Adjusted Price is determined to be lower than the Base
Price. In the event the Pre-Earnout Adjusted Price, together with the
Earnout Adjustment, if any, is determined to be higher than the Base
Price, the Company will pay such difference in cash. The indicated
Selling Shareholder was the sole shareholder of Port City Electrical
prior to its acquisition by the Company. See Note (4) below.
(3) On April 3, 1995, the Company, pursuant to the Acquisition Agreement
dated April 3, 1995 between the Company and Elec-Tel Supply (the
"Acquisition Agreement") acquired Elec-Tel Supply from its
shareholders for an aggregate base price of $4,200,000 (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 Elec-Tel Supply from the assumed value of
$924,955 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 $923,373 in cash, and
172,572 shares of Common Stock of the Company, with an aggregate
value, as determined under the Acquisition Agreement at $18.9875 per
share, of $3,276,521. At the closing, $138,499.20 in cash and 25,877
shares of the Common Stock, with an aggregate value of $491,339.54,
were delivered in escrow under the terms of an Escrow Agreement as
security to be returned to 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 higher than the Base Price
the amount of such difference will be paid by the Company in the same
proportions of cash and shares as the proportions of cash and shares
represented by the payments made at the closing. Each of the
indicated Selling Shareholders was a shareholder of Elec-Tel Supply
prior to its acquisition by the Company. See Note (4) below.
(4) The registration under the Securities Act of 1933, as amended, of the
shares offered hereby to permit resale of the shares by the Selling
Shareholder 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 the 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
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. Certain
members of that firm beneficially own 25,187 shares of the Company's Common
Stock.
EXPERTS
The consolidated financial statements of the Company and its
subsidiaries for the year ended January 27, 1995 incorporated by reference
into the Company's annual report on Form 10-K for the year ended January
27, 1995, have been audited by Price Waterhouse LLP, independent
accountants, as set forth in their report dated March 15, 1995 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.
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 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 27, 1995, and the Company's quarterly Report on Form 10-Q for the
fiscal quarter ended April 30, 1995 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.
(the remainder of this page intentionally left blank)
<PAGE>
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................. $ 1,549
Blue Sky Expenses........................ 2,000
Accounting .............................. 10,000
Legal Fees............................... 8,000
Printing................................. 500
Transfer Agent's Fees and Expenses....... 1,500
Miscellaneous Expenses................... 1,500
Total.......................... $ 25,049
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
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
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 March 30, 1995
between the Registrant, Port City Electrical Supply, Inc. ("PCES") and the
stockholder of PCES (the "PCES Stockholder") (the "PCES Acquisition
Agreement") and the Acquisition Agreement dated April 3, 1995 between the
Registrant, Elec-Tel Supply Company, Inc. ("ESC") and certain of the
shareholders of ESC (the "ESC Shareholders") (the "ESC Acquisition
Agreement") the Registrant, the PCES Stockholder, and the ESC 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 the PCES Stockholder, any ESC Shareholder, 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 PCES Stockholder or ESC Shareholder, nor shall the
Registrant nor any of its respective controlling persons, directors or
officers be indemnified by the PCES Stockholder or any ESC Shareholder
except with respect to information included in or omitted from any such
registration statement in reliance upon information furnished by or
withheld by such PCES Stockholder or ESC Shareholder.
Item 16. Exhibits.
(1) Underwriting agreement - Not applicable.
(2) Plan of acquisition, reorganization, liquidation or succession -
Not applicable (subject acquisitions are 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.
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
their 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
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 as 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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<PAGE>
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 20th day of July, 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.
<PAGE>
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 July 20, 1995
David H. Hughes
/s/A. Stewart Hall, Jr. Director July 20, 1995
A. Stewart Hall, Jr.
/s/Vincent S. Hughes Director July 20, 1995
Vincent S. Hughes
/s/Russell V. Hughes Director July 20, 1995
Russell V. Hughes
/s/Robert N. Blackford Director July 25, 1995
Robert N. Blackford
/s/Clifford M. Hames Director July 19, 1995
Clifford M. Hames
/s/Herman B. McManaway Director July 20, 1995
Herman B. McManaway
/s/John B. Ellis Director July 20, 1995
John B. Ellis
(f:\corp\032\hughes\pces\s-3)
<PAGE>
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\pces\s-3)
Exhibit 5
July 25, 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 206,524 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 Ronald
F. Onopa, Ruth LeCraw, John W. McGee, Lee A. McKinstry, D. Ellis
Scarbrough, and Brian D. Wright (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\pces\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 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
July 26, 1995
f:\corp\032\hughes\pces\consent.c&l
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
Orlando, Florida
July 25, 1995
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