PROSPECTUS Prospectus filed
under Rule
424(b)(3)
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 per share (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, 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 September 12, 1995, the last reported sale
price of the Common Stock was $26 3/8 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 September 15, 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. 33-61391) 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 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.
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 189 wholesale sales outlets operated by the
Company and its subsidiaries located in Florida, 12 other states
and Puerto Rico. The following listing sets forth the locations of
the sales outlets operated by the Company and its subsidiaries:
Florida, 64; Georgia, 30; North Carolina, 24; Ohio, 13; South
Carolina 16; Mississippi, 11; Tennessee, 10; Alabama, 7; Indiana,
4; Pennsylvania, 3; Virginia, 3; Kentucky, 2; Maryland, 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 8 locations engaged in the distribution of pool
equipment and supplies, 3 of which are in Florida, 3 of which are
in Pennysylvania, 1 of which is in Ohio and 1 of which is in Puerto
Rico, which have been acquired since the beginning of the Company's
current fiscal year. The Company also has pending agreements for
the acquisition of 5 additional locations in Alabama, Kentucky, New
Jersey, South Carolina and Tennessee engaged in the distribution of
pool equipment and supplies and the acqusition of 1 additional
location in Tennessee engaged in the distribution of electrical
utility supplies.
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, Sr.
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 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 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 July 28, 1995
certain members of that firm beneficially owned 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 its 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 its authority as an expert 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
its 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 its
authority as an expert 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 and July 31, 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.
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