<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
Hughes Supply, Inc.
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $1.00 per share
- ------------------------------------------------------------------------------
(Title of Class of Securities)
444482103
--------------------------------------------------------------------
(CUSIP Number)
James D. Davis, 2001 Park Place, Suite 320, Birmingham, Alabama 35203
(205) 324-7681
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 25, 1996
- ------------------------------------------------------------------------------
(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 of 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 [ ].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
<PAGE> 2
<TABLE>
<CAPTION>
13D
CUSIP NO. 444482103 PAGE 2 OF 17 PAGES
---------------------------- --- ----
<S> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James D. Davis
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
45,000
8 SHARED VOTING POWER
NUMBER OF 549,956
SHARES See Item 2 and Item 5 for a description
BENEFICIALLY of the manner in which these shares are held.
OWNED BY EACH
9 SOLE DISPOSITIVE POWER
REPORTING
45,000
PERSON
WITH
10 SHARED DISPOSITIVE POWER
549,956
See Item 2 and Item 5 for a description
of the manner in which these shares are held.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
594,956
See Item 2 and Item 5 for a description of the manner in which the shares are held.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
See Item 2 and Item 5 for a description of the manner in which these shares are held.
14 TYPE OF REPORTING PERSON
IN
</TABLE>
page 2 of 17
<PAGE> 3
<TABLE>
<CAPTION>
13D
CUSIP NO. 444483103 PAGE 3 OF 17 PAGES
---------------------------- ------- --------
<S> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Houston Products & Machine, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF
8 SHARED VOTING POWER
SHARES
-0-
BENEFICIALLY
OWNED BY EACH
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
-0-
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
CO
</TABLE>
page 3 of 17
<PAGE> 4
<TABLE>
<CAPTION>
13D
CUSIP NO. 444482103 PAGE 4 OF 17 PAGES
---------------------------- ------- --------
<S> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jemison Investment Co., Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
549,956
NUMBER OF 8 SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY EACH
9 SOLE DISPOSITIVE POWER
REPORTING
549,956
PERSON
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
549,956
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14 TYPE OF REPORTING PERSON
CO
</TABLE>
page 4 of 17
<PAGE> 5
<TABLE>
<CAPTION>
13D
CUSIP NO. 444482103 PAGE 5 OF 17 PAGES
---------------------------- ------- --------
<S> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Multalloy, Inc. (New Jersey)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
7 SOLE VOTING POWER
-0-
NUMBER OF 8 SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY EACH
9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
CO
</TABLE>
page 5 of 17
<PAGE> 6
<TABLE>
<CAPTION>
13D
CUSIP NO. 444482103 PAGE 6 OF 17 PAGES
---------------------------- ------- --------
<S> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Multalloy, Inc. (Texas)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF 8 SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY EACH
9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
CO
</TABLE>
page 6 of 17
<PAGE> 7
<TABLE>
<CAPTION>
13D
CUSIP NO. 444482103 PAGE 7 OF 17 PAGES
---------------------------- ------- --------
<S> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PVF Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF 8 SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY EACH
9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
CO, HC
</TABLE>
page 7 of 17
<PAGE> 8
<TABLE>
<CAPTION>
13D
CUSIP NO. 444482103 PAGE 8 OF 17 PAGES
---------------------------- ------- --------
<S> <C>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Southwest Stainless, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
7 SOLE VOTING POWER
-0-
NUMBER OF 8 SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY EACH
9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
CO
</TABLE>
page 8 of 17
<PAGE> 9
This Amendment No. 2 to Schedule 13D amends and
supplements the statements on Schedule 13D filed with the
Securities and Exchange Commission (the "SEC") on April 8,
1996, and the Amendment No. 1 to the Schedule 13D filed with
the SEC on May 31, 1996 (the "Amendment No. 1"), relating to
the common stock, par value $1.00 per share, of Hughes Supply,
Inc., a Florida corporation (the "Issuer"). Except as amended
and supplemented herein, the information set forth in the
originally filed Schedule 13D and the Amendment No. 1 remains
true and correct in all material respects.
ITEM 2. IDENTITY AND BACKGROUND.
On March 27, 1996, the Issuer entered into an Asset Purchase
Agreement (the "Asset Agreement") with Jemison Investment Co.,
Inc., a Delaware corporation ("Jemison"), PVF Holdings, Inc.,
a Texas 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 ("Houston") (Southwest,
Multalloy (NJ), Multalloy (TX) and Houston are hereinafter
sometimes collectively referred to as the "Sellers" and
sometimes individually as a "Seller") to acquire substantially
all of the assets, properties and business of the Sellers, and
to assume certain of Sellers' liabilities (the "Transaction").
The closing (the "Closing") of the transactions contemplated
by the Agreement occurred on May 13, 1996 (the "Closing
Date").
At the Closing, Issuer paid to the Sellers a base price of
$93,000,000.00, which was paid as follows: (i) cash in the
amount of $44,400,000.00; (ii) a note in the amount of
$30,000,000.00; and (iii) the issuance of 669,956 shares of
Issuer common stock, having an agreed upon value of
$18,600,000.00, of which 334,978 shares were immediately
placed into an escrow as security pending a post-closing
adjustment to the purchase price based on the closing date net
assets of the Sellers. The Issuer also assumed certain other
liabilities of the Sellers. Following the closing, the base
price will be increased or decreased (on a dollar for dollar
basis) based on the difference between the book value of net
assets acquired, adjusted for certain inventory and accounts
receivable items, and an agreed upon book value amount. Any
adjustment to the purchase price shall be paid 80% in cash and
20% in Issuer common stock at the agreed upon value. As a
result, the number of Issuer shares received by Sellers or
their successor in the Transaction (i.e., Jemison) may
increase or decrease; provided, however, that in no event will
the number of Issuer shares acquired by Sellers amount to more
than 9.9% of the total outstanding shares of Issuer common
stock.
page 9 of 17
<PAGE> 10
Immediately following the Closing, Sellers collectively
transferred 334,978 shares to PVF, which in turn transferred
120,000 shares of Issuer common stock to Jemison. Jemison
then delivered 45,000 shares to James D. Davis and 75,000
shares to Michael L. Stanwood in partial consideration of the
sale to Jemison of the shares of PVF common stock owned by
each of them. On or about June 21, 1996, PVF caused the
Sellers to be liquidated, and on or about June 25, 1996,
Jemison caused PVF to be liquidated, resulting in all of the
Issuer common stock received by Sellers in the Transaction
being owned of record by Jemison (other than shares
distributed to James D. Davis and Michael L. Stanwood).
In light of the foregoing, the entities discussed above at the
time of the filing of the original Schedule 13D and the
Amendment No. 1 may have been deemed to be a group for
purposes of reporting beneficial ownership under Section 13(d)
of the Securities Exchange Act of 1934. On or about June 21
and 25, 1996, Sellers and PVF respectively ceased to have any
ownership interest in any Issuer common stock, and ceased to
exist as corporate entities (except as may be necessary to
wind up their affairs), thereby ceasing to be considered
possible members of the group. James D. Davis, by virtue of
his direct ownership of 45,000 shares of Issuer common stock
and his relationship to Jemison and its subsidiaries described
below, may be deemed to be a part of the group with Jemison.
However, Mr. Davis disclaims membership in a group and
beneficial ownership of the Issuer shares that are the subject
of this statement, other than the 45,000 shares owned directly
by him, and the filing of this statement shall not be
construed as an admission that he is a member of a group or
the beneficial owner of any of the securities covered by this
statement other than those owned directly by him. Likewise,
Jemison disclaims membership in a group and beneficial
ownership of the Issuer shares that are the subject of this
statement, other than the 549,956 shares owned directly by it,
and the filing of this statement shall not be construed as an
admission that it is a member of a group or the beneficial
owner of any securities covered by this statement other than
those owned directly by it. This statement is filed on behalf
of all of the entities and individuals listed as Reporting
Persons in the cover pages.
<TABLE>
<S> <C>
A. James D. Davis is an executive officer and director of Jemison.
--------------
B. Houston Products & Machine, Inc. was liquidated on or about June 21, 1996.
--------------------------------
E. Multalloy, Inc. (NJ) was liquidated on or about June 21, 1996
--------------------
F. Multalloy, Inc. (TX) was liquidated on or about June 21, 1996.
--------------------
G. PVF Holdings, Inc. was liquidated on or about June 25, 1996.
------------------
H. Southwest Stainless, Inc. was liquidated on or about June 21, 1996.
-------------------------
</TABLE>
page 10 of 17
<PAGE> 11
ITEM 4. PURPOSE OF TRANSACTION
The Issuer securities acquired by the Reporting Persons are
being acquired for investment purposes. None of the persons
identified in Item 2 above have any present plans or proposals
to (a) acquire additional securities of the Issuer or to
dispose of securities of the Issuer; (b) effect an
extraordinary corporate transaction; (c) sell or transfer a
material amount of the assets of the Issuer; (d) change the
present board of directors or management of the Issuer; (e)
change the present capitalization or dividend policy of the
Issuer; (f) make any material change in the Issuer's business
or corporate structure; (g) change the Issuer's charter,
by-laws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by
any person; (h) cause 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) cause a
class of equity securities of the Issuer to become eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended (the
"Act"); or (j) take any action similar to any of those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the time of this statement, the Reporting
Persons may be deemed to own beneficially in the aggregate the
numbers and percentages of the Issuer's securities set forth
opposite their names below (based upon the number of shares of
Issuer securities that, according to the Issuer, were
outstanding on July 19, 1996).
<TABLE>
<CAPTION>
Name Shares of Issuer Securities Percentage
---- --------------------------- ----------
<S> <C> <C>
James D. Davis 594,956 6.1%
Houston Products &
Machine, Inc. 0 0
Jemison Investment
Co., Inc. 549,956 5.7
Multalloy, Inc. (New
Jersey) 0 0
Multalloy, Inc. (Texas) 0 0
PVF Holdings, Inc. 0 0
Southwest Stainless, Inc. 0 0
</TABLE>
page 11 of 17
<PAGE> 12
No other person named in Item 2 beneficially owns any shares
of Issuer securities. Jemison may have the right to receive
additional shares of Issuer securities as a result of the
purchase price adjustment described in Item 2 above.
(b) There are 334,978 shares of Issuer securities
currently held in an escrow for the benefit of Jemison.
Furthermore, James D. Davis owns 45,000 shares of Issuer
securities over which he has sole voting and dispositive
power. As stated in Item 2 above, James D. Davis, by virtue
of his direct ownership of 45,000 shares of Issuer securities
and his relationship to Jemison and its subsidiaries described
above, may be deemed to be a part of a group with Jemison,
and, therefore, to have shared voting and dispositive power
over the 549,956 shares of Issuer securities beneficially
owned by Jemison, in addition to the 45,000 shares of Issuer
securities directly owned by him. However, as stated in Item
2 above, Mr. Davis disclaims membership in a group and
beneficial ownership of the Issuer securities that are the
subject of this statement, other than the 45,000 Issuer shares
directly owned by him. Likewise, as stated in Item 2 above,
Jemison disclaims membership in a group and beneficial
ownership of the Issuer securities that are subject of this
statement, other than the 549,956 Issuer shares directly owned
by it.
(c) The following table sets forth the transactions
effected by each of the persons listed in Item 5(a) during the
past 60 days.
<TABLE>
<CAPTION>
Date # Of Shares Transferred By Transferred To Price
---- ----------- -------------- -------------- -----
<S> <C> <C> <C> <C>
06/21/96 334,978 Sellers PVF *
06/25/96 549,956 PVF Jemison *
</TABLE>
* The shares transferred by Sellers to PVF on June 21,
1996 represent those shares that were held in escrow for the
benefit of Sellers and were part of the liquidation of
Sellers. The shares transferred by PVF to Jemison on June 25,
1996 were part of the liquidation of PVF.
(e) As of June 21, 1996 and June 25, 1996, Sellers and
PVF, respectively, are no longer considered members of the
group. Consequently, on June 21, 1996, and June 25, 1996
Sellers and PVF ceased to be beneficial owners of more than 5%
of the Issuer securities. This Amendment No. 2 is, therefore,
a final filing as to each of them. It is not, however, a
final filing as to Jemison or as to James D. Davis as
possible members of a group who have disclaimed membership
therein.
page 12 of 17
<PAGE> 13
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATE: July 30, 1996 /S/ JAMES D. DAVIS
-------------------------------------
James D. Davis
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned corporation certifies that the information set forth in this
statement is true, complete and correct.
HOUSTON PRODUCTS & MACHINE, INC.,
a Texas Corporation
DATE: July 30, 1996 /S/ J. DAVID BROWN, III
-------------------------------------
By J. David Brown, III
Its Vice President & Assistant Secretary
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned corporation certifies that the information set forth in this
statement is true, complete and correct.
JEMISON INVESTMENT CO., INC.,
a Delaware corporation
DATE: July 30, 1996 /S/ J. DAVID BROWN, III
-------------------------------------
By J. David Brown, III
Its Vice President & Assistant Secretary
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned corporation certifies that the information set forth in this
statement is true, complete and correct.
MULTALLOY, INC.,
a New Jersey corporation
DATE: July 30, 1996 /S/ J. DAVID BROWN, III
-------------------------------------
By J. David Brown, III
Its Vice President & Assistant Secretary
page 13 of 17
<PAGE> 14
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned corporation certifies that the information set forth in this
statement is true, complete and correct.
MULTALLOY, INC.,
a Texas corporation
DATE: July 30, 1996 /S/ J. DAVID BROWN, III
--------------------------------------
By J. David Brown, III
Its Vice President & Assistant Secretary
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned corporation certifies that the information set forth in this
statement is true, complete and correct.
PVF HOLDINGS, INC.,
a Delaware corporation
DATE: July 30, 1996 /S/ J. DAVID BROWN, III
--------------------------------------
By J. David Brown, III
Its Vice President & Assistant Secretary
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned corporation certifies that the information set forth in this
statement is true, complete and correct.
SOUTHWEST STAINLESS, INC.,
a Texas corporation
DATE: July 30, 1996 /S/ J. DAVID BROWN, III
--------------------------------------
By J. David Brown, III
Its Vice President & Assistant Secretary
page 14 of 17
<PAGE> 15
EXHIBIT 1
AGREEMENT
The undersigned hereby states and agrees that the attached Amendment
No. 2 to Schedule 13D to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended, is being filed on
behalf of the undersigned.
Date: July 30, 1996
/S/ JAMES D. DAVIS
-------------------------------------
James D. Davis
AGREEMENT
The undersigned corporation hereby states and agrees that the attached
Amendment No. 2 to Schedule 13D to be filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended, is
being filed on behalf of the undersigned corporation.
Date: July 30, 1996
HOUSTON PRODUCTS & MACHINE, INC.,
a Texas corporation
/S/ J. DAVID BROWN, III
-------------------------------------
By J. David Brown, III
Its Vice President & Assistant
Secretary
AGREEMENT
The undersigned corporation hereby states and agrees that the attached
Amendment No. 2 to Schedule 13D to be filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended, is
being filed on behalf of the undersigned corporation.
Date: July 30, 1996
JEMISON INVESTMENT CO., INC.,
a Delaware corporation
/S/ J. DAVID BROWN, III
-------------------------------------
By J. David Brown, III
Its Vice President & Assistant
Secretary
page 15 of 17
<PAGE> 16
AGREEMENT
The undersigned corporation hereby states and agrees that the attached
Amendment No. 2 to Schedule 13D to be filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended, is
being filed on behalf of the undersigned corporation.
Date: July 30, 1996
MULTALLOY, INC.,
a New Jersey corporation
/S/ J. DAVID BROWN, III
-------------------------------------
By J. David Brown, III
Its Vice President & Assistant
Secretary
AGREEMENT
The undersigned corporation hereby states and agrees that the attached
Amendment No. 2 to Schedule 13D to be filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended, is
being filed on behalf of the undersigned corporation.
Date: July 30, 1996
MULTALLOY, INC.,
a Texas corporation
/S/ J. DAVID BROWN, III
-------------------------------------
By J. David Brown, III
Its Vice President & Secretary
AGREEMENT
The undersigned corporation hereby states and agrees that the attached
Amendment No. 2 to Schedule 13D to be filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended, is
being filed on behalf of the undersigned corporation.
Date: July 30, 1996
PVF HOLDINGS, INC.,
a Delaware corporation
/S/ J. DAVID BROWN, III
-------------------------------------
By J. David Brown, III
Its Vice President & Assistant
Secretary
page 16 of 17
<PAGE> 17
AGREEMENT
The undersigned corporation hereby states and agrees that the attached
Amendment No. 2 to Schedule 13D to be filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended, is
being filed on behalf of the undersigned corporation.
Date: July 30, 1996
SOUTHWEST STAINLESS, INC.,
a Texas corporation
/S/ J. DAVID BROWN, III
-------------------------------------
By J. David Brown, III
Its Vice President & Assistant
Secretary
page 17 of 17
