PROSPECTUS Prospectus filed
under Rule
424(b)(3)
246,376 SHARES
HUGHES SUPPLY, INC.
Common Stock
This Prospectus relates to an offering of up to 246,376 shares
of Common Stock, par value $1.00 (the "Common Stock"), of Hughes
Supply, Inc., a Florida corporation (the "Company"), that were
issued pursuant to the Asset Purchase Agreement, dated October 20,
1994 by and between the Company and The Treaty Company, an Ohio
corporation ("The Treaty Company").
The shares of Common Stock may be offered by and on behalf of
The Treaty Company, or by transferees or other successors in
interest (the "Selling Shareholder"). See "Selling Shareholder."
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 Shareholder 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 $25,923.03, will be borne by the Company.
The Common Stock of the Company is traded on the NYSE under
the symbol "HUG." On December 9, 1994, the last reported sale
price of the Common Stock was $16.50 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 January 3, 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 (Registration No. 33-56837) 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 is primarily engaged in the wholesale distribution
of a broad range of materials, equipment and supplies to the
construction industry and the electrical and mechanical trades.
Major product lines distributed by the Company include electrical,
plumbing, electric utility equipment, building materials, water and
sewer equipment, air conditioning and heating equipment and pipe,
valves, and fittings.
Immediately prior to the date of this Prospectus the Company
distributed its product lines through its existing 152 wholesale
sales outlets located in Florida and 9 other states throughout the
Southeast, including 62 sales outlets in Florida, 21 sales outlets
in Georgia, 8 sales outlets in Alabama and 2 sales outlets in South
Carolina operated under the name of Hughes Supply, Inc. and a total
of 59 sales outlets located in Florida, Georgia, North Carolina,
South Carolina, Mississippi, Tennessee, Kentucky, Maryland and
Virginia operated under the names of subsidiaries of the Company.
The existing sales outlets operated by the Company and its
subsidiaries include 3 previously unaffiliated sales outlets
located in Savannah, Georgia, Jacksonville, Florida and Longwood,
Florida, which have been acquired by the Company and its
subsidiaries during the current fiscal year. From the date of this
Prospectus the Company will continue to distribute its product
lines through its aforementioned existing 152 sales outlets
together with the additional 16 sales outlets of The Treaty
Distribution Group referred to below.
As of the date of this Prospectus the Company will also have
acquired the assets and business of The Treaty Distribution Group
(the "Group") from The Treaty Company (the "Selling Shareholder").
The Group consists of 16 sales outlets, including 12 sales outlets
located in the state of Ohio and 4 sales outlets located in the
state of Indiana. The outlets of the Group are primarily engaged
in the wholesale distribution of plumbing, air conditioning and
heating equipment and supplies, water and sewer materials,
equipment and supplies, and pipe, valves, and fittings. The shares
of Common Stock offered hereby constituted a part of the
consideration paid by the Company to the Selling Shareholder for
the acquisition of the Group. See "Selling Shareholder."
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 Shareholder and the Company will
receive no proceeds from the sale of such shares.
SELLING SHAREHOLDER
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. The Selling Shareholder
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
Shares Percent of Number of Percent of
Owned Outstanding Shares to Number of Outstanding
(1) Shares (2) be Sold Shares Owned Shares
The Treaty Company
c/o Montgomery,
Shelton & Company
560 Green Bay Road,
Winnetka, IL 60093
Attn: M. Mead Montgomery
Chairman of the Board
246,376 4.1 246,376 -0- -0-
(1) On the date of this Prospectus, the Company, pursuant to the
Asset Purchase Agreement dated October 20, 1994 (the "Purchase
Agreement") between the Company and The Treaty Company,
acquired substantially all of the assets and business of the
Treaty Distribution Group (the "Group"), a division of the
Selling Shareholder, for a base purchase price of $15,250,000
(the "Base Price") paid by the Company at the closing. The
shares being offered hereby were delivered to the Selling
Shareholder at the closing on the date of this Prospectus in
payment of $4,250,000 of the Base Price. For such purpose the
shares were valued at $17.25 per share in accordance with the
terms of the Purchase Agreement. The balance of the Base
Price delivered at the closing, which is subject to certain
post-closing adjustments to determine the adjusted purchase
price (the "Adjusted Purchase Price"), consisted of $9,475,000
in cash and a promissory note from the Company in the
principal amount of $1,525,000. The promissory note, together
with interest thereon at the lower of the rate imputed by the
Internal Revenue Service for loans of a duration of 15 months
or the cost of funds to the Company under its line of credit
agreement with its principal lender, will be due and payable
on April 1, 1996. The Adjusted Purchase Price will be not
more than $16,000,000 nor less than $14,000,000. As of the
date of this Prospectus the Group is operated as a division of
the Company. Under the applicable Rules of the Securities and
Exchange Commission the acquisition by the Company of the
assets and business of the Group did not constitute the
acquisition of a significant amount of assets, a significant
business combination, or the acquisition of a significant
subsidiary, and management of the Company does not consider
the transaction to be a material change in the Company's
affairs.
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 concurrently with the closing was a
condition of the acquisition under the Purchase Agreement.
Under the Purchase Agreement the Company has agreed to use its
best efforts to keep such registration effective for a period
of not less than 2 years from the date of the closing.
(2) Calculated on the basis of 6,039,611 shares outstanding,
including 5,793,235 shares outstanding prior to the date of
this Prospectus and the 246,376 Shares issued on the date
hereof and offered hereby.
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby may be sold from
time to time by the Selling Shareholder, 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 the 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 28, 1994, 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 22,637 shares of the Company's Common Stock.
EXPERTS
The consolidated financial statements of the Company and its
subsidiaries incorporated by reference into the Company's annual
report on Form 10-K for the year ended January 28, 1994, have been
audited by Coopers & Lybrand, independent accountants, as set forth
in their report dated March 17, 1994 accompanying such financial
statements and are incorporated herein by reference in reliance
upon the report of such firm, which report is given upon their
authority as experts in accounting and auditing.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year
ended January 28, 1994, and the Company's quarterly Reports on Form
10-Q for the fiscal quarters ended April 30, 1994, July 31, 1994,
and October 31, 1994 and Current Reports on Form 8-K dated May 24,
1994 and October 20, 1994 filed under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") are hereby incorporated in
this Prospectus by reference and all documents subsequently filed
by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the termination of the offering described
herein shall be deemed to be incorporated in this Prospectus and to
be a part hereof from the date of the filing of such documents.
The description of the Company's Common Stock which is contained in
a Registration Statement filed under the Exchange Act, and any
amendments or reports filed for the purpose of updating such
description are hereby incorporated in this Prospectus by
reference.
Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
all purposes to the extent that a statement contained in this
Prospectus or in any other subsequently filed document which is
also incorporated by reference modifies or replaces such statement.
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