SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 27, 1996
HUGHES SUPPLY, INC.
(Exact name of registrant as specified in its charter)
Florida 001-08772 59-0559446
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
20 North Orange Avenue, Suite 200, Orlando, Florida 32801
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (407) 841-4755
N/A
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS
On March 27, 1996, Hughes Supply, Inc. (the "Registrant"),
entered into an Asset Purchase Agreement (the "Agreement") to
acquire substantially all of the assets, properties and business
of PVF Holdings, Inc., a Delaware corporation ("PVF"), and its
subsidiaries and to assume certain of its liabilities (the "PVF
Acquisition"). The aggregate consideration to be paid for the PVF
Acquisition is approximately $106 million, consisting of cash in
the amount of $74.4 million, the issuance of 669,956 shares of the
Registrant's common stock, and the assumption of certain
liabilities, including up to $13 million of bank debt. The amount
of the aggregate consideration to be paid, which was determined
through negotiations between the parties, is subject to increase or
decrease (on a dollar for dollar basis) for the difference between
the book value of net assets acquired, adjusted for certain
inventory and accounts receivable items, and the book value of
such items at December 31, 1995. The PVF Acquisition is scheduled
to be consummated on May 13, 1996, subject to certain conditions,
including the receipt of all required consents under the Hart Scott
Rodino Antitrust Improvements Act of 1976.
PVF, a privately owned company headquartered in Houston,
Texas, is a specialty distributor of stainless steel and nickel
alloy based pipe, valve and fitting products to industrial
customers, and conducts its business through its principal
subsidiaries, Southwest Stainless, Inc., a Texas corporation
("Southwest"), Multalloy, Inc., a New Jersey corporation
("Multalloy NJ"), Multalloy, Inc., a Texas corporation ("Multalloy
TX") and Houston Products & Machine, Inc., a Texas corporation
("HPM"). The Asset Purchase Agreement is between Jemison
Investment Co., Inc., a Delaware corporation and the parent company
of PVF ("Jemison"), PVF, Southwest, Multalloy NJ, Multalloy TX and
HPM (Southwest, Multalloy NJ, Multalloy TX and HPM are herein
referred to as the "Sellers"), and the Registrant.
PVF and its subsidiaries operate in 11 states from 16 branches
concentrated in the southeastern and southwestern United States.
For the 12 months ended December 31, 1995, PVF and its subsidiaries
had net sales of $109.2 million and operating income of $27.7
million. The Registrant intends to utilize the assets to be
acquired in the PVF Acquisition to continue the acquired business.
Before entering into the Asset Purchase Agreement, there was no
material relationship between any of Jemison, PVF or the Sellers,
on the one hand, and the Registrant or any of its affiliates, any
director or officer of the Registrant, or any associate of any
such director or officer, on the other hand.
The Registrant is presently negotiating a proposed private
placement of an aggregate of $100 million of Senior Notes (the
"Notes Offering") with SunTrust Capital Markets, Inc. as agent.
Approximately $74.4 million of the proceeds of the Notes Offering
will be used to fund the PVF Acquisition. The Notes Offering is
contingent upon the consummation of the PVF Acquisition.
In the event the Notes Offering cannot be consummated
concurrently with the PVF Acquisition, the Registrant intends to
finance the PVF Acquisition with a $55 million bridge loan through
a bank syndication group for which SunTrust Bank, Atlanta and
SunTrust Bank, Central Florida, N.A. serve as agents, and a $30
million note to be issued by the Registrant to the Sellers.
Financial statements of PVF and proforma financial information
relative to the PVF Acquisition are included in, and a copy of the
Asset Purchase Agreement has been filed as an exhibit to, the
Registrant's Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on April 3, 1994 and such
financial statements, proforma financial information and exhibit
are incorporated by reference into, and as an exhibit to, this
Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following financial statements, proforma financial
information and exhibits are filed as a part of this Report:
(a) Financial statements of business acquired.
Consolidated financial statements of PVF Holdings, Inc. and
its subsidiaries (incorporated by reference from pages F-20
through F-30 of the Form S-3 Registration Statement No. 333-02215
filed April 3, 1996);
(b) Proforma financial information.
Proforma financial information relative to acquisition of PVF
Holdings, Inc., and its subsidiaries (incorporated by reference
from pages 11 through 15 of Form S-3 Registration Statement No.
333-02215 filed on April 3, 1996).
(c) Exhibits.
1. Not applicable
2. Asset Purchase Agreement dated March 27, 1996 by and among
Hughes Supply, Inc., Jemison Investment Co., Inc., PVF
Holdings, Inc., Southwest Stainless, Inc., Multalloy, Inc.
(Texas), Multalloy, Inc. (New Jersey), and Houston Products &
Machine, Inc. (incorporated by reference from Exhibit 2 of
Form S-3 Registration Statement No. 33-02215 filed April 3,
1996)
4.1 Specimen Common Stock Certificate representing shares of
Common Stock (Incorporated by reference from Exhibit 4.2 of
Form 10-Q for the quarter ended October 31, 1984)
4.2 Resolution Approving and Implementing Shareholder Rights Plan
(incorporated by reference from Exhibit 4.4 of Form 8-K dated
May 17, 1988)
4.3 Articles of Incorporation (Incorporated by reference from
Exhibit 3.1 of Form 10-Q for the quarter ended July 31, 1994)
4.4 Composite By-Laws (Incorporated by reference from Exhibit 3.2
of Form 10-Q for the quarter ended July 31, 1994)
16. Not applicable
17. Not applicable
20. Not applicable
23. Consent of Deloitte & Touche LLP
24. Not applicable
27. Not applicable
99. Not applicable
Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned hereunto duly authorized.
HUGHES SUPPLY, INC.
Date: April 4, 1996 By:/s/ David H. Hughes
David H. Hughes
Chairman of the Board and
Chief Executive Officer
INDEX OF EXHIBITS FILED WITH THIS REPORT
23. Consent of Deloitte & Touche LLP
Exhibit 23.
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the
Current Report on Form 8-K under the Securities Exchange
Act of 1934 of Hughes Supply, Inc. of our report dated
September 25, 1995 (October 25, 1995 and March 27, 1996
as to Note 9) and contained in the Registration Statement
of Hughes Supply, Inc. on Form S-3 under the Securities
Act of 1933 insofar as such report relates to the
consolidated financial statements of PVF Holdings, Inc.
and subsidiaries.
/s/ Deloitte & Touche LLP
Birmingham, Alabama
April 1, 1996
