SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 6
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HUGHES SUPPLY, INC.
________________________________________________________________
(Name of Issuer)
Common Stock, $1.00 par value
________________________________________________________________
(Title of Class of Securities)
444482 10 3
________________________________________________________________
(CUSIP Number)
David H. Hughes
Hughes Supply, Inc.
P.O. Box 2273
20 North Orange Avenue, Suite 200
Orlando, Florida 32802
Tel. No. (407) 841-4755
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
May 25, 1995
________________________________________________________________
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject to this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this
statement [ ].
(continued on following page(s))
CUSIP No. 444482 10 3
. . . . . .
________________________________________________________________
(1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons of
David H. Hughes ###-##-####
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
________________________________________________________________
(3) SEC Use Only . . . . . . . . . . . . . . . . . . . . . . .
________________________________________________________________
(4) Sources of Funds 00
. . . . . . . . . . . . . . . . . . . . .
________________________________________________________________
(5) Check if disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) . . . . . . . . . . . . . .
________________________________________________________________
(6) Citizenship or Place of Organization U.S.A.
. . . . . . . . . . .
________________________________________________________________
Number of (7) Sole Voting Power 204,004 shares
Shares Bene- . . . . . . . . . . . . .
ficially Owned _________________________________________________
by Each Report-
ing Person With
(8) Shared Voting Power 129,070 shares
. . . . . . . . . . . .
_________________________________________________
(9) Sole Dispositive Power 199,794 shares
. . . . . . . . . . .
_________________________________________________
(10) Shared Dispositive Power 133,280 shares
. . . . . . . . . .
(continued on following page)
________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
. . . . . . . . . . . . . . . . . . . . . .333,074 shares
________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares . . . . . . . . . . . . . . . . . . . . . . . . . .
________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11) 5.3%
. . . . .
________________________________________________________________
(14) Type of Reporting Person IN
. . . . . . . . . . . . . . . . . .
________________________________________________________________
Item 1. Security and Issuer.
The securities which are the subject of this Amendment No. 6 (this
"Amendment") are shares of common stock, $1.00 par value ("Common Stock"),
of Hughes Supply, Inc. (the "Issuer") whose principal executive offices are
located at 20 North Orange Avenue, Suite 200, Orlando, Florida, 32801.
Item 2. Identity and Background.
The following information relates to the person filing this statement:
(a) Name; David H. Hughes (the "reporting person").
(b) Business address; 20 North Orange Avenue
Suite 200
Orlando, Florida 32801
(c) Present principal occupation and employment;
Chairman of the Board and Chief Executive Officer of the
Issuer.
(d) The reporting person has not, during the last five
years, been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors).
(e) The reporting person has not, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction nor has he, as
a result of any such proceeding, been subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activity subject to, federal or
state securities laws or finding any violation with respect
to such laws.
(f) Citizenship; United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
This Amendment is filed for the purpose of reporting the changes in
the reporting person's beneficial ownership of Common Stock, none of which
has been material, during the period from the date of the reporting
person's last previous report, Amendment No. 5, dated April 1, 1994,
through the date of this Amendment. Such changes consist solely of an 88
share increase in the number of shares owned by him in his account under
the Issuer's Employee Stock Ownership Plan ("ESOP") resulting from the
trustee's annual recalculation of accounts of ESOP participants reported as
of January 31, 1994 in the trustee's report received on approximately April
30, 1994, and a change in his ownership percentage caused by changes in the
number of the Issuer's outstanding shares of Common Stock. See Item 5 of
this Amendment for specific information with respect to the reporting
person's respective ownership interests in the shares.
None of the changes reported in this Amendment resulted from a
purchase of securities or from an expenditure of funds or other
consideration by the reporting person.
Item 4. Purpose of Transaction.
This Amendment is filed for the purpose of reporting the changes in
ownership referred to in Item 3 above. With the possible exception of the
acquisition by the reporting person, in his individual capacity, of
additional shares of Common Stock, upon exercise of options under the
Issuer's 1988 Stock Option Plan (the "Option Plan") or otherwise, for
investment purposes, or the acquisition of additional shares by the
fiduciary accounts included in the reporting person's beneficial ownership
in the course of administering the assets of such accounts for investment
purposes, the reporting person does not have any plans or proposals which
relate to or result in:
(a) The acquisition by any person of additional securities of the
disposition of securities by the Issuer;
(b) Any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any persons;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any similar action to any of those enumerated above.
Item 5. Interest in the Securities of the Issuer.
(a) The reporting person may be deemed under the provisions of Rule
13(d)-3 to be the beneficial owner of 333,074 shares or 5.3% of the
outstanding Common Stock of the Issuer.
(b) The 333,074 shares of Common Stock which may be deemed to be
beneficially owned by the reporting person includes the number of shares as
to which there is sole power to vote or to direct the vote, shared power to
vote or direct the vote, sole power to dispose or direct the disposition,
or shared power to dispose or direct the disposition thereof as follows:
Sole power to vote or direct the vote: 204,004
shares;
Shared power to vote or direct the vote: 129,070
shares;
Sole power to dispose or direct the disposition:
199,794 shares; and
Shared power to dispose or direct the disposition:
133,280 shares.
The shares of Common Stock subject to purchase under unexercised
options granted under the Stock Option Plan, 44,970 shares, are
included in the number of shares indicated above as owned with sole
voting power and sole power of disposition.
(c) During the period since April 1, 1994, the date of Amendment No.
5 to the reporting person's Schedule 13D, the reporting person's most
recent filing on Schedule 13D prior to this Amendment, the reporting person
did not engage in any transaction or have any change in his beneficial
ownership of Common Stock of the Issuer other than as set forth in Item 3
above.
(d) As to the shares indicated in subparagraph (b) above as being
subject to sole voting power, 204,004 shares, such shares are held as
follows: 154,824 shares held in trusts or custodial accounts with respect
to which the reporting person is the trustee or custodian; 4,210 shares
held by the ESOP; and 44,970 of such shares are represented by unexercised
options under the Option Plan. The shares indicated in subparagraph (b)
above as being subject to sole dispositive power, 199,794 shares, includes
all of the aforementioned shares except the 4,210 shares held by the ESOP.
As to the shares indicated in subparagraph (b) as being subject
to shared voting power, 129,070 shares, such shares are held as follows:
1,918 shares held by Linda H. Hughes, the wife of the reporting person;
86,507 shares held by three trusts of which the reporting person and
Vincent S. Hughes are co-trustees; and 40,645 shares held by Hughes, Inc.,
a Florida corporation of which each of the following persons is a director,
executive officer and owner of a one-third equity interest: the reporting
person, Vincent S. Hughes and Russell V. Hughes. Information with respect
to each of the foregoing other persons who share voting power with the
reporting person is set forth below.
Vincent S. Hughes; present principal occupation and employment, Vice
President of the Issuer.
Russell V. Hughes; present principal occupation and employment, Vice
President of the Issuer.
The business address of each of the above persons is 20 North Orange
Avenue, Suite 200, Orlando, Florida 32801 and each such person is a
citizen of the United States of America.
Neither of the above persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor has either of such persons, during the last
five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction nor has he, as a result
of any such proceeding, been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activity subject to, federal or state securities laws or finding any
violation with respect to such laws.
The shares indicated in subparagraph (b) above as being subject
to shared dispositive power, 133,280, includes all of the shares which are
owned with shared voting power together with the 4,210 shares held by the
ESOP.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships
of the nature referred to in the instructions to this item.
Item 7. Material to be Filed as Exhibits.
There are no exhibits filed with or required to be filed with this
Amendment in accordance with instructions to this item.
Signature:
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
Amendment is true, complete and correct.
May 25, 1995
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Date
/s/ David H. Hughes
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SIGNATURE
DAVID H. HUGHES
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Name
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