PROSPECTUS Prospectus filed
under Rule 424(b)(3)
1,368,552 SHARES
HUGHES SUPPLY, INC.
Common Stock
This Prospectus relates to an offering of up to 1,368,552
shares of Common Stock, par value $1.00 per share ("Common
Stock"), of Hughes Supply, Inc., a Florida corporation (the
"Company"), consisting of: (i) 208,435 shares issued pursuant to
the Acquisition Agreement dated December 18, 1995, by and among
the Company, Florida Pipe & Supply Company, a Florida corporation
("FPS"), John E. Pettersen and John F. Caswell, Jr. (the "FPS
Agreement"); (ii) 490,161 shares issued pursuant to the
Acquisition Agreement dated April 4, 1996, by and among the
Company and Ray A. Sparks, individually and as custodian for
Melinda Leigh Sparks and as custodian for Megan Anne Sparks under
the Illinois Uniform Transfers to Minors Act as consideration for
the acquisition of Electrical Laboratories and Sales Corporation,
a Delaware corporation ("Electric"), and Elasco and Agency Sales,
Inc., an Illinois corporation ("Agency") (Electric and Agency are
collectively referred to as "ELASCO") (the "ELASCO Agreement");
and (iii) 669,956 shares issued pursuant to the Asset Purchase
Agreement dated March 27, 1996, by and among the Company, Jemison
Investment Co., Inc., a Delaware corporation ("Jemison"), PVF
Holdings, Inc., a Delaware corporation ("PVF"), 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") (Southwest, Multalloy
NJ, Multalloy TX, and HPM are referred to therein as the
"Sellers")(the "Southwest Stainless Agreement").
The shares of Common Stock which may be offered hereby from
time to time 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 FPS, ELASCO, and substantially
all of the assets of the Sellers under the terms of the FPS
Agreement, the ELASCO Agreement, and the Southwest Stainless
Agreement, respectively, 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 from time to time in transactions (which may include
block transactions) on the New York Stock Exchange, Inc. (the
"NYSE") or in the over-the-counter market, in negotiated
transactions, or otherwise, or in a combination of such methods
of sale, at prices and at terms then prevailing or at prices
related to the then current market price, or at negotiated
prices, or at fixed prices which may be changed. The Selling
Shareholders may effect such transactions by selling shares to or
through underwriters and broker-dealers, and such underwriters
and broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling
Shareholders and/or the purchasers of shares for whom such
underwriters or broker-dealers may act as agent or to whom they
may sell as principal or both (which compensation, as to a
particular underwriter or broker-dealer, might be in excess of
customary commissions). 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 $45,081.63, will be borne by the
Company.
The Common Stock of the Company is traded on the NYSE under
the symbol "HUG". On August 22, 1996, the last reported sale
price of the Common Stock was $40 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 August 23, 1996.
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. The Commission maintains a Web site that contains
reports, proxy and information statements and other information
regarding registrants such as the Company. This Web site may be
accessed at http://www.sec.gov. 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.333-10393) 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, 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 its subsidiaries, is
primarily engaged in the wholesale distribution of a broad range
of products used in new construction for commercial, residential,
utility and industrial applications and for replacement and
renovation projects. Such products include materials and
supplies associated with the Company's nine major product groups,
as follows: electrical; plumbing; water and sewer; air
conditioning and heating; industrial pipe, valves and fittings;
building materials; electric utilities; water systems; and pool
equipment and supplies.
As of August 15, 1996 the Company distributed its product
lines through 245 wholesale sales outlets operated by the Company
and its subsidiaries located in Florida, 21 other states and
Puerto Rico. The following listing sets forth the locations of
the sales outlets operated by the Company and its subsidiaries:
Florida, 72; Georgia, 32; North Carolina, 29; Alabama, 18; South
Carolina, 17; Ohio, 15; Tennessee, 14; Mississippi, 11; Texas, 7;
Kentucky, 4; Virginia, 4; Indiana, 4; Illinois, 3; Maryland, 2;
New Jersey, 2; West Virginia, 2; California, 1; Washington, 1;
Utah, 1; Louisiana, 1; Missouri, 1; and Puerto Rico, 1. Included
among the foregoing locations are 17 locations engaged in the
distribution of industrial pipe, valves, and fittings, 7 of which
are in Texas, 1 is in Illinois, 1 is in New Jersey, 1 is in
Georgia, 1 is in Tennessee, 1 is in North Carolina, 1 is in
California, 1 is in Washington, 1 is in Utah, 1 is in Louisiana
and 1 is in Missouri, 3 locations are engaged in electric
utilities, 2 of which are in Illinois and one of which is in
Ohio, 2 locations engaged in water and sewer products, both of
which are located in West Virginia, 5 locations in plumbing
supplies, all of which are located in Alabama, which have been
acquired since the beginning of the Company's current fiscal
year. See "Selected Unaudited Pro Forma Consolidated Financial
Data."
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 shares of Common
Stock beneficially owned by the Selling Shareholders and the
number of such shares which may be 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.
<TABLE>
<CAPTION>
Before Offering After Offering
Number of Percent of Number of Percent of
Shares Outstanding Shares to Number of Outstanding
Owned Shares (1) be Sold (2) Shares Owned (2) Shares (1)
<S> <C> <C> <C> <C> <C>
John E. Pettersen (3)
71 Shadow Lane
Lakeland, FL 33813 127,061 (3) 1.3 127,061 -0- -0-
John F. Caswell, Jr. (3)
510 Goldenrod Ct.
Lakeland, FL 33813 81,374 (3) --- 81,374 -0- -0-
Ray A. Sparks (4)
30 S. Country Club Rd.
Mattoon, IL 61938 468,399 (4) 5.0 468,399 -0- -0-
Ray A. Sparks, as Custodian
for Melinda Leigh Sparks (4)
30 S. Country Club Rd.
Mattoon, IL 61938 10,881 (4) --- 10,881 -0- -0-
Ray A. Sparks, as Custodian
for Megan Anne Sparks (4)
30 S. Country Club Rd.
Mattoon, IL 61938 10,881 (4) --- 10,881 -0- -0-
James D. Davis (5)
Jemison Investment Co., Inc.
320 Park Place Tower
Birmingham, AL 35203 45,000 (5) --- 45,000 -0- -0-
Michael L. Stanwood (5)
8505 Monroe Road
Houston, TX 77061 75,000 (5) --- 75,000 -0- -0-
Jemison Investment Co., Inc. (5)
320 Park Place Tower
Birmingham, AL 35203 549,956 (5) 5.7 549,956 (5) -0- -0-
</TABLE>
(1) Calculated on the basis of 9,730,015 shares outstanding as
of August 12, 1996. Calculated percentage of less than one
percent (1%) not shown.
(2) Assumes the sale of all shares offered hereunder have been
sold. Because the Selling Shareholders may sell all, some
or none of their shares pursuant to this Prospectus, no
actual estimate can be made of the aggregate number of
shares that each Selling Shareholder will own upon
completion of the offering to which this Prospectus relates.
(3) On December 18, 1995, the Company, pursuant to the
Acquisition Agreement dated December 18, 1995 (the "FPS
Acquisition Agreement") by and among Florida Pipe and Supply
Company, a Florida corporation ("FPS"), John E. Pettersen
and John F. Caswell acquired FPS from its shareholders for
an aggregate base price of $4,300,000 (the "Base Price")
subject to adjustment, to increase or decrease the price for
the Base Price to the Final Adjusted Price to reflect a
change in the value of FPS from the base inventory amount of
$501,537 to the value determined under the FPS Acquisition
Agreement on the closing date. The Base Price was paid by
the Company at closing by delivery of consideration
consisting of 178,053 shares of Common Stock of the Company,
with an aggregate agreed value of $4,300,000, as determined
under the Acquisition Agreement at $24.15 per share. At the
closing, 160,247 shares of the Common Stock were delivered
to the shareholders, and 17,806 shares (the "Escrowed
Shares") 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 was determined to be
lower than the Base Price. The Final Adjusted Price was
determined by the Company to be higher than the Base Price
on March 28, 1996, and the Escrowed Shares together with
75,382 additional shares of Common Stock were delivered to
the Selling Shareholders. Each of the indicated Selling
Shareholders was a shareholder of FPS prior to its
acquisition by the Company. Pursuant to a Registration
Statement on Form S-3 (Registration No. 333-02215) filed by
the Company under the Securities Act, 25,000 shares of
Common Stock held by Mr. Pettersen, and 20,000 shares of
Common Stock held by Mr. Caswell were registered and sold on
May 22, 1996. Prior to the acquisition of FPS by the
Company Mr. Pettersen, and Mr. Caswell served as the
President and Vice President, respectively, of FPS. Mr.
Pettersen and Mr. Caswell continue to hold these offices
with FPS on behalf of the Company. See Note (6) below.
(4) On April 26, 1996, the Company, pursuant to the Acquisition
Agreement dated April 4, 1996 (the "ELASCO Acquisition
Agreement"), by and among the Company and Ray A. Sparks,
individually and as custodian for Melinda Leigh Sparks and
as custodian for Megan Anne Sparks under the Illinois
Uniform Transfers to Minors Act, acquired Electric
Laboratories and Sales Corporation, a Delaware corporation
("Electric"), and Elasco Agency Sales, Inc., an Illinois
corporation ("Agency") (Electric and Agency are collectively
referred to as "ELASCO") from ELASCO's shareholders for an
aggregate base price of $13,250,000 (the "Base Price")
subject to adjustment, to increase or decrease the price for
the Base Price to the Final Adjusted Price to reflect a
change in the value of ELASCO from the assumed value of
$4,477,982 to the value determined under the ELASCO
Acquisition Agreement as of the closing date. The Base
Price was paid by the Company at closing by delivery of
consideration consisting of 486,238 shares of Common Stock
of the Company, with an aggregate agreed value of
$13,250,000, as determined under the Acquisition Agreement
at $27.25 per share. At the closing, 437,614 shares of the
Common Stock were delivered to the shareholders, and 48,624
shares 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 was determined to be lower
than the Base Price. The Final Adjusted Price was
determined by the Company to be higher than the Base Price
on July 29, 1996, and the Escrowed Shares together with
3,923 additional shares of Common Stock were delivered to
the shareholders. Each of the indicated Selling
Shareholders was a shareholder of ELASCO prior to its
acquisition by the Company. Prior to the acquisition of
ELASCO by the Company Mr. Sparks served as the President of
ELASCO. Mr. Sparks continues to hold this office with
ELASCO on behalf of the Company. See Note (6) below.
(5) On May 13, 1996, the Company, pursuant to the Asset Purchase
Agreement dated March 27, 1996 (the "Southwest Stainless
Agreement"), by and among the Company, Jemison Investment
Co., Inc., a Delaware corporation ("Jemison"), PVF Holdings,
Inc., a Delaware corporation ("PVF"), 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") (Southwest,
Multalloy NJ, Multalloy TX, and HPM are referred to therein
as the "Sellers"), acquired from the Sellers substantially
all of the assets of the Sellers for an aggregate base price
of $93,000,000 (the "Base Price") subject to adjustment, to
increase or decrease the Base Price to the Final Adjusted
Price to reflect a change in the net asset amount of
$32,425,000 to the value determined under the Southwest
Stainless Agreement on the closing date. The Base Price was
paid by the Company at closing by delivery of consideration
consisting of $44,400,000 in cash, a promissory note in the
amount of $30,000,000 and 669,956 shares of Common Stock of
the Company, with an aggregate value of $18,600,000, as
determined under the Southwest Stainless Agreement at
$27.763 per share. At the closing, 334,978 shares of the
Common Stock (the "Escrowed Shares"), with an aggregate
value of $9,300,000 as determined under the Southwest
Stainless Agreement at $27.763 per share, 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. Any
Escrowed Shares returned to the Company will not be offered
for sale hereby. In the event the Final Adjusted Price is
determined to be higher than the Base Price the Escrowed
Shares will be returned to Jemison as successor in interest
to the Sellers and the amount of such difference will be
paid by the Company to the indicated selling shareholders in
the same proportions of cash and shares as the proportions
of cash and shares represented by the payments made at the
closing. This Prospectus assumes that all the Escrowed
Shares will be returned to Jemison and thereafter offered or
sold on a delayed or continuous basis in the same manner as
the 214,978 shares now owned by Jemison that are not held in
escrow. Prior to closing, each of the indicated Selling
Shareholders was a shareholder of PVF, the sole shareholder
of the Sellers. The Sellers and PVF have been liquidated
and, as a result, the shares of the Company issued in the
acquisition are now owned by Messrs. Davis and Stanwood and
by Jemison, which was the holder of 100% of the capital
stock of PVF at the time of liquidation. Prior to the
acquisition of substantially all of the assets of the
Sellers by the Company, Mr. Stanwood served as the President
of each of the Sellers. Mr. Stanwood continues with his same
responsibilities on behalf of the Company as the Regional
Manager of the Southwest Stainless division of the Company.
See Note (6) below.
(6) 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, an obligation of the
Company under each of the FPS Acquisition Agreement, ELASCO
Acquisition Agreement and the Southwest Stainless 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 in
transactions on one or more exchanges or in the over-the-counter
market, in negotiated transactions or otherwise, or in a
combination of such methods of sale, at prices and at terms then
prevailing or at prices related to the then current market price,
or at negotiated prices, or at fixed prices which may be changed.
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. In addition, and without
limiting the foregoing, the Selling Shareholders may effect such
transactions by selling shares to or through underwriters and
broker-dealers, and such underwriters and broker-dealers may
receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders and/or the purchasers
of shares for whom such underwriters or broker-dealers may act as
agent or to whom they may sell as principal or both (which
compensation, as to a particular underwriter or broker-dealer,
might be in excess of customary commissions).
In connection with distribution of the shares of Common
Stock or otherwise, the Selling Shareholders may enter into
hedging transactions with broker-dealers. In connection with
such transactions, broker-dealers may engage in short sales of
the shares registered hereunder in the course of hedging the
positions they assume with Selling Shareholders. The Selling
Shareholders may also sell shares short and redeliver the shares
of Common Stock to close out such short positions. The Selling
Shareholders may also enter into option or other transactions
with broker-dealers which require the delivery to the broker-
dealer of the shares of Common Stock registered hereunder, which
the broker-dealer may resell or otherwise transfer pursuant to
this Prospectus. The Selling Shareholders may also loan or
pledge the shares registered hereunder to a broker-dealer and the
broker-dealer may sell the shares so loaned or upon a default the
broker-dealer may effect sales of the pledged shares pursuant to
this Prospectus.
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.
SELECTED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA
The Unaudited Pro Forma Consolidated Balance Sheet of the
Company as of April 30, 1996 gives effect to the following as if
each had occurred as of April 30, 1996: (i) the acquisition of
assets under the Southwest Stainless Agreement (the "PVF
Acquisition"); and (ii) the issuance of 1,437,500 shares of the
Company's Common Stock sold by the Company in a public offering
completed on May 22, 1996 the ("Common Stock Offering") and the
issuance of $98,000,000 in Senior Notes sold by the Company in a
private offering on May 29, 1996 (the "Notes Offering") and the
application of the net proceeds therefrom by the Company. The
Unaudited Pro Forma Consolidated Statement of Income of the
Company for the three months ended April 30, 1996 gives effect to
the following as if each had occurred on January 27, 1996: (i)the
PVF Acquisition; and (ii) the Common Stock Offering and the Notes
Offering and the application of the net proceeds therefrom by the
Company.
The PVF Acquisition was accounted for under the purchase
method of accounting. The total purchase price was allocated to
tangible and identifiable intangible assets and liabilities based
on management's estimate of their fair values with the excess of
cost over the fair value of the net assets acquired allocated to
goodwill.
The Unaudited Pro Forma Consolidated Balance Sheet and
Statement of Income have been prepared by the Company based on
the Consolidated Financial Statements of the Company and PVF.
(Certain other immaterial 1997 acquisitions accounted for under
the purchase method of accounting have been excluded from the pro
forma financial data.) The Unaudited Pro Forma Consolidated
Balance Sheet and Statement of Income are presented for
illustration purposes only and do not purport to be indicative of
the combined financial condition or results of operations that
actually would have occurred if the transactions described above
had been effected on the dates indicated or to project future
financial condition or results of operations for any future
period. In particular, PVF's gross margin may be adversely
affected by fluctuations in prices for stainless steel and nickel
alloy. In addition, the volatility of prices for stainless steel
and nickel alloy may create cyclicality in PVF's operating
performance. Therefore, management believes that the pro forma
consolidated financial data are not necessarily indicative of
future performance. The Unaudited Pro Forma Consolidated Balance
Sheet and Statement of Income should be read in conjunction with
the Company's Consolidated Financial Statements and the
Consolidated Financial Statements of PVF and related notes
thereto incorporated in this Prospectus by reference.
<TABLE>
HUGHES SUPPLY, INC.
Unaudited Pro Forma Consolidated Balance Sheet
As of April 30, 1996
(in thousands, except per share data)
<CAPTION>
Common
Stock
Pro Forma Offering
Adjustments and Notes
Hughes PVF Pro Forma Offering Pro Forma
Supply PVF Acquisition Combined Adjustments as Adjusted
--------- ---------- ----------- ---------- ----------- -----------
(a) (a)
<S> <C> <C> <C> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 3,081 $ 656 $ - $ 3,737 $ - $ 3,737
Accounts receivable, net 165,712 12,475 - 178,187 - 178,187
Inventories 142,450 41,238 - 183,688 - 183,688
Other current assets 17,297 754 (754) (b) 17,297 - 17,297
--------- ---------- ----------- ---------- ----------- -----------
Total current assets 328,540 55,123 (754) 382,909 - 382,909
Property and equipment, net 61,352 1,239 500 (c) 63,091 - 63,091
Goodwill 20,931 - 54,086 (j) 75,017 - 75,017
Other assets 7,770 1,256 (96) (d) 8,930 128 (h) 9,058
--------- ---------- ----------- ---------- ----------- -----------
$ 418,593 $ 57,618 $ 53,736 $ 529,947 $ 128 $ 530,075
========= ========== =========== ========== =========== ===========
Liabilities and shareholders' equity
Current liabilities:
Accounts payable $ 104,876 $ 9,362 $ - $ 114,238 $ - $ 114,238
Other current liabilities 32,400 5,239 (3,564) (e) 34,075 - 34,075
--------- ---------- ----------- ---------- ----------- -----------
Total current liabilities 137,276 14,601 (3,564) 148,313 - 148,313
Long-term debt 116,927 6,887 74,830 (f)(k) 198,644 (46,864) (i)(k) 151,780
Other noncurrent liabilities 1,899 - - 1,899 - 1,899
--------- ---------- ----------- ---------- ----------- -----------
Total liabilities 256,102 21,488 71,266 348,856 (46,864) 301,992
--------- ---------- ----------- ---------- ----------- -----------
Shareholders' equity:
Capital Stock 7,380 10 660 (g) 8,050 1,438 (i) 9,488
Capital in excess of par value 40,792 2,021 15,909 (g) 58,722 45,554 (i) 104,276
Retained earnings 114,319 34,099 (34,099) (g) 114,319 - 114,319
--------- ---------- ----------- ---------- ----------- -----------
Total shareholders' equity 162,491 36,130 (17,530) 181,091 46,992 228,083
--------- ---------- ----------- ---------- ----------- -----------
$ 418,593 $ 57,618 $ 53,736 $ 529,947 $ 128 $ 530,075
========= ========== =========== ========== =========== ===========
</TABLE>
Notes to Unaudited Pro Forma Consolidated Balance Sheet
(dollars in thousands, except per share amounts)
(a) The Company acquired certain assets and liabilities of the
business acquired in the PVF Acquisition ("PVF") for cash
consideration of $74,400, Common Stock consideration of
$18,600, and the assumption of $6,945 of debt. The purchase
price is subject to adjustment for the difference between
the book value of net assets acquired on the acquisition
date, adjusted for certain inventory and accounts receivable
items, and the book value of such net assets at December 31,
1995.
(b) Elimination of other current assets of PVF not acquired.
(c) Adjustment to write-up property and equipment acquired in
the PVF Acquisition to its estimated fair value.
(d) Adjustment to record the elimination of $468 of other assets
of PVF not acquired and to record debt issuance costs of
$372 incurred on the issuance of $74,772 of Notes.
(e) Adjustment to accrue for professional fees of $500
associated with the PVF Acquisition, to eliminate $3,229 of
other current liabilities which were not assumed, and to
reclassify $835 of the current portion of PVF debt to long-
term as it was replaced by the Company's line of credit.
(f) Adjustment to reflect the issuance of $74,772 of Notes
(assuming an interest rate of 7.96% and debt issuance costs
of $372) issued in connection with the PVF Acquisition, the
elimination of $777 of PVF debt which was not assumed, and
the reclassification of $835 of the current portion of PVF
debt to long-term as it was replaced by the Company's line
of credit.
(g) Elimination of the shareholders' equity accounts of PVF and
to reflect the issuance of 669,956 shares of Common Stock in
connection with the PVF Acquisition at $27.76 per share,
which approximates the estimated fair value of the Common
Stock at the date the terms of the acquisition were agreed
upon.
(h) Adjustment to reflect the balance of the debt issue costs
incurred upon the issuance of $23,228 of Notes.
(i) Adjustment to reflect the issuance of $23,228 of Notes (at
an interest rate of 7.96% and net proceeds to the Company of
$23,100) and the issuance of 1,437,500 shares of Common
Stock at a price of $34.50 per share (net proceeds to the
Company of $32.69 per share and $46,992 in the aggregate)
with the net proceeds from these offerings used to reduce
amounts outstanding under the Company's line of credit
facility.
(j) Adjustment to record the excess of the acquisition cost over
the fair value of net assets acquired (goodwill).
(k) Included in the adjustment to long-term debt is $74,772 and
$23,228 for the private placement of $98,000 of Notes with
an assumed final maturity in 2011. Proceeds from the
issuance of the Notes were used to partially fund the PVF
Acquisition and to provide additional working capital to the
Company.
<TABLE>
HUGHES SUPPLY, INC.
Unaudited Pro Forma Consolidated Statement of Income
For the Three Months Ended April 30, 1996
(in thousands, except per share data)
<CAPTION>
Common
Stock
Pro Forma Offering
Adjustments and Notes
Hughes PVF Pro Forma Offering Pro Forma
Supply PVF Acquisition Combined Adjustments as Adjusted
--------- ---------- ----------- ---------- ----------- -----------
(a)
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 315,637 $ 29,427 $ - $ 345,064 $ - $ 345,064
Cost of sales 252,443 19,726 - 272,169 - 272,169
--------- ---------- ----------- ---------- ----------- -----------
Gross profit 63,194 9,701 - 72,895 - 72,895
Operating expenses 53,038 3,490 (552) (b) 55,976 - 55,976
Depreciation & amortization 2,576 120 901 (c) 3,597 - 3,597
--------- ---------- ----------- ---------- ----------- -----------
Total operating expenses 55,614 3,610 349 59,573 - 59,573
--------- ---------- ----------- ---------- ----------- -----------
Operating income 7,580 6,091 (349) 13,322 - 13,322
Interest and other income 1,485 45 - 1,530 - 1,530
Interest expense (1,970) (176) (1,439) (d) (3,585) 545 (f) (3,040)
--------- ---------- ----------- ---------- ----------- -----------
Income before taxes 7,095 5,960 (1,788) 11,267 545 11,812
Income taxes 2,774 2,316 (685) (e) 4,405 213 (e) 4,618
--------- ---------- ----------- ---------- ----------- -----------
Net income $ 4,321 $ 3,644 $ (1,103) $ 6,862 $ 332 $ 7,194
========= ========== =========== ========== =========== ===========
Earnings per share:
Primary 0.57 0.84 0.75
Fully diluted 0.57 0.83 0.74
Average shares outstanding:
Primary 7,550 8,220 9,657
Fully diluted 7,590 8,260 9,697
</TABLE>
Notes to Unaudited Pro Forma Consolidated Statement of Income
(dollars in thousands)
(a) Amounts represent results of PVF for the 3 months ended
March 31, 1996.
(b) Adjustments to operating expenses to eliminate overhead
allocation from PVF's parent of $311 and personnel costs of
$241 which will be reduced/eliminated as a result of the
acquisition.
(c) Adjustment to reflect amortization on goodwill of $54,086 on
a straight-line basis over 15 years.
(d) Adjustment to interest expense as a result of the PVF
Acquisition:
Interest on $74,772 of Notes (including
$372 of debt issuance costs) to be issued
in connection with the PVF Acquisition,
assuming an interest rate of 7.96% $1,488
Reduction of interest on PVF average
borrowings of $8,153 at average rate of
8.63% replaced by the Company's line of
credit with an average rate of 5.77% (58)
Amortization of debt issuance costs 9
------
$1,439
======
(e) Federal income tax adjustments relating to the acquisitions
using the Company's annual effective tax rate of 39.1%.
(f) Adjustment to interest expense as a result of this offering
and the Notes Offering:
Use of proceeds from this offering to
reduce amounts outstanding under the
Company's line of credit facility $ 675
Increase in interest expense resulting
from replacing amounts outstanding under
the line of credit facility with the
Notes (130)
------
$ 545
======
DECLARATION OF CASH DIVIDEND
On August 22, 1996 the Company's Board of Directors voted to
increase the regular quarterly cash dividend from $.09 to $.10 per
share beginning with the next quarterly dividend which was
declared as payable on November 15, 1996 to shareholders of record
on November 1, 1996.
RECENT DEVELOPMENTS
No material changes in the business or affairs of the
Company have occurred since January 26, 1996, which have not been
described in any Report on Form 10-Q or Form 8-K filed since such
date 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 August
15, 1996 certain members of that firm beneficially owned 24,907
shares of the Company's Common Stock.
EXPERTS
The Company's Consolidated Financial Statements for the
years ended January 26, 1996 and January 27, 1995 incorporated in
this Prospectus by reference to the Company's annual report on
Form 10-K for the year ended January 26, 1996, have been so
incorporated in reliance on the report of Price Waterhouse LLP,
independent certified public accountants, given on the authority
of said firm as experts in accounting and auditing.
The Company's Consolidated Statements of Income,
Stockholders' Equity and Cash Flows for the year ended January
28, 1994 incorporated in this Prospectus by reference to the
Company's annual report on Form 10-K for the year ended January
26, 1996, have been so incorporated in reliance on the reports of
Price Waterhouse LLP, independent certified public accountants,
and Coopers & Lybrand L.L.P., independent accountants, given on
the authority of said firms as experts in auditing and
accounting.
The Consolidated Balance Sheets of PVF Holdings, Inc. as of
June 30, 1994 and June 30, 1995 and the Consolidated Statements
of Income, Stockholders' Equity and Cash Flows for each of the
three years in the period ended June 30, 1995 incorporated in
this Prospectus by reference to the Company's Current Report on
Form 8-K dated May 13, 1996, have been so incorporated in
reliance upon the report of Deloitte & Touch LLP, independent
certified public accountants, given on the authority of that firm
as experts 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 26, 1996, and the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended April 30, 1996, and the
Company's Current Reports on Form 8-K dated March 27, 1996 and
May 13, 1996 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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