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) May 13, 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 2. Acquisition or Disposition of Assets.
(a) On March 27, 1996, Hughes Supply, Inc., a Florida
corporation (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 closing (the "Closing") of the transactions contemplated
by the Agreement occurred on May 13, 1996 (the "Closing
Date").
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 Products, Inc., a New
Jersey corporation ("Multalloy NJ"), Multalloy, Inc., a Texas
corporation ("Multalloy TX"), and Houston Products Machine,
Inc., a Texas corporation ("HPM"). The 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.
The Registrant acquired substantially all of the assets
of Sellers on the Closing Date (the "Purchased Assets"), all
as further described in the Agreement, and assumed certain
obligations of the Sellers (the "Assumed Obligations"). At
Closing the Registrant paid to the Sellers a base price of
Ninety Three Million Dollars ($93,000,000) (the "Base Price")
which was paid at Closing as follows: (i) cash in the amount
of $44.4 million; (ii) a note in the amount of $30,000,000
(the "Note"); and (iii) issued 669,956 shares of the
Registrant's common stock having an agreed upon value of
Eighteen Million Six Hundred Thousand Dollars ($18,600,000).
In addition, at Closing the Registrant paid $6,436,359.37 of
the Sellers' bank debt and assumed certain other obligations.
The cash at Closing and the refinancing of the bank debt
assumed at Closing was provided through interim financing
provided by certain members of the Registrant's existing bank
syndication group through a bridge loan in the original
principal amount of $55,000,000. The Base Price is subject,
following the Closing, to an upward or downward adjustment,
payable 80% in cash and 20% in the Registrant's common stock
at the agreed upon value, to the extent the difference between
the net book value of the assets acquired and the liabilities
assumed is greater than or less than $32,500,000.
The Base Price and the adjustments thereto were
determined by the Registrant through negotiations with the
Sellers, PVF and Jemison.
Prior to Closing there was no material relationship
between the Sellers and the Registrant, or any of its
affiliates, any director or officer of the Registrant, or any
associate of any such director or officer. Following the
Closing, the Sellers held 669,956 shares of the Registrant's
common stock.
(b) The Purchased Assets (as defined in the Agreement)
acquired by the Registrant were used by the Sellers in the
distribution of stainless steel and other metal alloy
products. The Registrant intends to continue such use.
Item 7. Financial Statements and Exhibits.
The following financial statements, proforma financial
information and exhibits are filed as 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 Form S-3 Registration Statement No. 333-
02215 filed April 3, 1996; incorporated by reference from
pages F-20 through F-30 of Amendment No. 1 to Form S-3
Registration Statement No. 333-02215 filed April 22, 1996;
incorporated by reference from pages F-20 through F-30 of
Amendment No. 2 to Form S-3 Registration Statement No. 33-
02215 filed May 16, 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 April 3, 1996; incorporated by
reference from pages 11 through 15 of Amendment No. 1 to Form
S-3 Registration Statement No. 333-02215 filed April 22, 1996;
incorporated by reference from pages 11 through 15 of
Amendment No. 2 to Form S-3 Registration Statement No. 33-
02215 filed May 16, 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. (New Jersey), Multalloy, Inc. (Texas), 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 Bylaws (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: May 24, 1996 By:/s/ J. Stephen Zepf
J. Stephen Zepf,
Treasurer and Chief Financial
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 May 13, 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
May 22, 1996
