SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
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)
Russell V. 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)
April 18,1995
________________________________________________________________
(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
Russell V. 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 40,404 shares
Shares Bene- . . . . . . . . . . . . .
ficially Owned _________________________________________________
by Each Report-
ing Person With
(8) Shared Voting Power 211,516 shares
. . . . . . . . . . . .
_________________________________________________
(9) Sole Dispositive Power 39,155 shares
. . . . . . . . . . .
_________________________________________________
(10) Shared Dispositive Power 212,765 shares
. . . . . . . . . .
(continued on following page)
________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
. . . . . . . . . . . . . . . . . . . . . .251,920 shares
________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares . . . . . . . . . . . . . . . . . . . . . . . . . .
________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11) 4.0%
. . . . .
________________________________________________________________
(14) Type of Reporting Person IN
. . . . . . . . . . . . . . . . . .
________________________________________________________________
Item 1. Security and Issuer.
The securities which are the subject of this Amendment No. 1 to
Schedule 13D (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; Russell V. Hughes (the "reporting person").
(b) Business address; 20 North Orange Avenue
Suite 200
Orlando, Florida 32801
(c) Present principal occupation and employment;
Vice President 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 during the
period from the date of the reporting person's initial filing of Schedule
13D, dated February 16, 1994, through the date of this Amendment and the
resulting reduction in the reporting person's beneficial ownership to less
than five percent of the total outstanding shares.
The material transactions reported in this Amendment consist of the
dispositions, in the aggregate, of 62,000 shares of Common Stock by the
Russell S. Hughes Trust (the "RSH Trust") under Agreement Dated September
9, 1970, as amended (the "Trust Agreement"). Under the terms of the Trust
Agreement the reporting person holds shared voting and dispositive power
with respect to the Common Stock held by the Trust (the "Trust Shares") and
may, therefore, be deemed the beneficial owner of the Trust Shares.
The dispositions of the Trust Shares decreased the reporting person's
beneficial ownership of Common Stock to more than five percent of the
shares then outstanding.
The following table sets forth the reporting person's beneficial
ownership of Common Stock as of February 16, 1994, the date of the last
transaction covered by the reporting person's only previous filing on
Schedule 13D, and the changes in his beneficial ownership from that date
until the date of this Amendment:
Shares Beneficially Owned,
Acquisitions and
(Dispositions)
Date Shares Beneficially Owned Options(1)
Sole Shared
2/16/94(2) 40,389(2) 273,516(2) 22,625(2)
4/30/95(3) 15
4/18/95(4) (22,300)
4/19/95(4) ( 900)
4/21/95(4) ( 200)
4/24/95(4) (38,600)
TOTALS 40,404(5) 211,516(6) 22,625
====== ======= ======
AGGREGATE AMOUNT REPORTED 251,920
=======
________
(1) Shares subject to unexercised options under Issuer's 1988 Stock Option
Plan (the "Option Plan") are reported as owned with sole voting and
dispositive power and are included in the amount reported on lines (7)
and (9) of Schedule 13.
(2) Shares beneficially owned on February 16, 1994 prior to the
transactions reported in the table.
(3) Change in number of shares held in Issuer's Employee Stock Ownership
Plan ("ESOP") resulting from Issuer's contribution to ESOP approved as
of March, 1994 and distributed to ESOP in April, 1994.
(4) Sale of shares held by RSH Trust.
(5) Includes 22,625 shares subject to unexercised options under the Option
Plan. The reporting person has sole voting power with respect to
40,404 shares and sole dispositive power with respect to 39,155
shares, as the 1,249 shares held by the ESOP are subject to shared
dispositive power.
(6) The reporting person has shared dispositive power with respect to
212,765 shares and shared voting power with respect to 211,516 shares,
as the 1,249 shares held by the ESOP are subject to sole voting power.
See Item 5 of this Schedule for specific information with respect to
the reporting person's respective ownership interests in the shares.
The changes reported in this Amendment did not result from a purchase
of securities by, 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
the reporting person's beneficial ownership of shares of Common Stock and
the resulting reduction of his beneficial ownership to less than five
percent of the outstanding shares of Common Stock of the Issuer 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 Option Plan or otherwise,
for investment purposes, or the acquisition of additional shares by the
accounts included in the reporting person's beneficial ownership in the
course of administering the assets of such accounts for investment purpos-
es, 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 251,920 shares or 4.0% of the
aggregate 6,251,723 shares of Common Stock of the Issuer which, according
to the Issuer, were outstanding as of May 23, 1995, the date of this
Amendment.
(b) The 251,920 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: 40,404 shares;
Shared power to vote or direct the vote: 211,516
shares;
Sole power to dispose or direct the disposition:
39,155 shares; and
Shared power to dispose or direct the disposition:
212,765 shares.
The shares of Common Stock subject to purchase under unexercised
options granted under the Stock Option Plan, 22,625 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 prior from February 16, 1994, the date of the
last change in the reporting person's beneficial ownership of Common Stock
reported on the reporting person's last previous Schedule 13D until the
date of 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, 40,404 shares, such shares are held as
follows: 16,530 shares held in a trust account with respect to which the
reporting person is the trustee; 1,249 shares held by the ESOP; and 22,625
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, 39,155 shares, includes all of the aforementioned
shares except the 1,249 shares held by the ESOP.
As to the shares indicated in subparagraph (b) as being subject
to shared voting power, 211,516 shares, such shares are held as follows:
151,608 shares held by the RSH Trust; 21,263 shares held jointly by the
reporting person and his wife; 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, David H. Hughes and Vincent S. Hughes. Information with respect to
each of the foregoing other persons who share voting power with the
reporting person is set forth below.
David H. Hughes: present principal occupation and employment, Chairman
of the Board and Chief Executive Officer of the Issuer.
Vincent S. 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, 212,765 shares, includes all of the shares
which are owned with shared voting power together with the 1,249 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.
(The remainder of this page intentionally left blank.)
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/ Russell V. Hughes
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SIGNATURE
RUSSELL V. HUGHES
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Name
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