FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 001-08772
HUGHES SUPPLY, INC.
(Exact name of registrant as specified in its charter)
Florida 59-0559446
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock Outstanding as of May 31, 1997
$1 Par Value 11,736,864
Page 1
HUGHES SUPPLY, INC.
FORM 10-Q
Index
Page No.
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of
April 30, 1997 and January 31, 1997 ........... 3 - 4
Consolidated Statements of Income for
the Three Months Ended April 30, 1997
and 1996 ...................................... 5
Consolidated Statements of Cash Flows for the
Three Months Ended April 30, 1997 and 1996 .... 6
Notes to Consolidated Financial Statements .... 7 - 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results
of Operations ................................. 10 - 12
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K .............. 13 - 17
Signatures .................................... 18
Index of Exhibits Filed with This Report ...... 19
Page 2
HUGHES SUPPLY, INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets (unaudited)
(in thousands, except share data)
April 30, January 31,
1997 1997
---------- ----------
ASSETS
Current Assets:
Cash and cash equivalents $ 11,110 $ 6,329
Accounts receivable, less allowance for
losses of $4,647 and $3,809 230,104 195,200
Inventories 266,776 250,113
Deferred income taxes 13,644 12,761
Other current assets 7,079 12,366
--------- ---------
Total current assets 528,713 476,769
Property and Equipment, net 78,927 73,038
Excess of Cost over Net Assets Acquired 93,680 89,755
Deferred Income Taxes 2,252 2,204
Other Assets 9,019 7,736
--------- ---------
$ 712,591 $ 649,502
========= =========
The accompanying notes are an integral part of these consolidated
financial statements.
Page 3
HUGHES SUPPLY, INC.
Consolidated Balance Sheets (unaudited) - continued
(in thousands, except share data)
April 30, January 31,
1997 1997
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 6,169 $ 3,108
Accounts payable 148,052 111,997
Accrued compensation and benefits 12,590 16,508
Other current liabilities 25,153 14,768
--------- ---------
Total current liabilities 191,964 146,381
Long-Term Debt 230,438 221,988
Other Noncurrent Liabilities 2,328 2,199
--------- ---------
Total liabilities 424,730 370,568
--------- ---------
Commitments and Contingencies
Shareholders' Equity:
Preferred stock - -
Common stock-11,611,650 and
11,518,298 shares issued and outstanding 11,612 11,518
Capital in excess of par value 117,553 114,927
Retained earnings 158,696 152,489
--------- ---------
Total shareholders' equity 287,861 278,934
--------- ---------
$ 712,591 $ 649,502
========= =========
The accompanying notes are an integral part of these consolidated
financial statements.
Page 4
HUGHES SUPPLY, INC.
Consolidated Statements of Income (unaudited)
(in thousands, except per share data)
Three months ended April 30,
1997 1996
---------- ----------
Net Sales $ 421,385 $ 349,500
Cost of Sales 332,224 280,157
---------- ----------
Gross Profit 89,161 69,343
---------- ----------
Operating Expenses:
Selling, general and administrative 68,674 56,239
Depreciation and amortization 4,540 2,743
Provision for doubtful accounts 344 851
---------- ----------
Total operating expenses 73,558 59,833
---------- ----------
Operating Income 15,603 9,510
---------- ----------
Non-Operating Income and (Expenses):
Interest and other income 1,234 1,595
Interest expense (3,981) (2,461)
---------- ----------
(2,747) (866)
---------- ----------
Income Before Income Taxes 12,856 8,644
Income Taxes 5,079 3,121
---------- ----------
Net Income $ 7,777 $ 5,523
========== ==========
Earnings Per Share:
Primary $ .66 $ .63
========== ==========
Fully diluted $ .66 $ .63
========== ==========
Average Shares Outstanding:
Primary 11,780 8,731
========== ==========
Fully diluted 11,784 8,771
========== ==========
Dividends Per Share $ .11 $ .09
========== ==========
The accompanying notes are an integral part of these consolidated
financial statements.
Page 5
HUGHES SUPPLY, INC.
Consolidated Statements of Cash Flows (unaudited)
(in thousands)
Three months ended April 30,
1997 1996
---------- ----------
Increase (Decrease) in Cash and Cash
Equivalents:
Cash flows from operating activities:
Cash received from customers $ 389,333 $ 328,485
Cash paid to suppliers and employees (376,349) (318,934)
Interest received 858 1,075
Interest paid (1,919) (2,732)
Income taxes paid (567) (860)
---------- ----------
Net cash provided by
operating activities 11,356 7,034
---------- ----------
Cash flows from investing activities:
Capital expenditures (8,354) (4,601)
Proceeds from sale of
property and equipment 135 263
Business acquisitions, net of cash (6,590) (5,419)
---------- ----------
Net cash used in
investing activities (14,809) (9,757)
---------- ----------
Cash flows from financing activities:
Net borrowings under short-term
debt arrangements 11,903 10,752
Principal payments on:
Long-term notes (2,405) (6,425)
Capital lease obligations (236) (217)
Proceeds from stock options exercised 200 442
Purchase of common shares (76) (78)
Dividends paid (1,152) (2,109)
---------- ----------
Net cash provided by
financing activities 8,234 2,365
---------- ----------
Net Increase (Decrease) in Cash and
Cash Equivalents 4,781 (358)
Cash and Cash Equivalents:
Beginning of period 6,329 3,644
---------- ----------
End of period $ 11,110 $ 3,286
========== ==========
The accompanying notes are an integral part of these consolidated
financial statements.
Page 6
HUGHES SUPPLY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited) (dollars in thousands, except per share data)
1. In the opinion of the Company, the accompanying unaudited
consolidated financial statements contain all adjustments
(consisting only of normal recurring adjustments) necessary to
present fairly the financial position as of April 30, 1997, and the
results of operations and cash flows for the three months ended
April 30, 1997 and 1996.
The fiscal year of the Company is a 52- or 53-week period ending on
the last Friday in January. Fiscal year 1998 will be a 52-week
period while fiscal year 1997 was a 53-week period. The quarters
ended April 30, 1997 and 1996 contained 13 weeks and 14 weeks,
respectively.
In March 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, Earnings per
Share ("SFAS 128"). SFAS 128 is effective for financial statements
issued for periods ending after December 15, 1997 and, accordingly,
will be adopted by the Company commencing with its period ending
January 30, 1998. Management of the Company expects its adoption
of SFAS 128 to have an immaterial effect on the calculation of its
earnings per share.
2. During the three months ended April 30, 1997, the Company acquired
two wholesale distributors of materials to the construction
industry for cash and stock. These acquisitions have been
accounted for as purchases and did not have a material effect on
the consolidated financial statements of the Company. Results of
operations of these companies from their respective dates of
acquisition have been included in the consolidated financial
statements.
Page 7
HUGHES SUPPLY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(unaudited) (dollars in thousands, except per share data)
3. The following is a reconciliation of net income to net cash
provided by (used in) operating activities:
Three months ended April 30,
1997 1996
---------- ----------
Net income $ 7,777 $ 5,523
Adjustments to reconcile net
income to net cash provided by
(used in) operating activities:
Depreciation 2,703 2,186
Amortization 1,837 557
Provision for doubtful accounts 344 851
Gain on sale of property
and equipment (99) (175)
Undistributed earnings
of affiliate (65) (24)
Changes in assets and liabilities,
net of effects of acquisitions:
(Increase) decrease in:
Accounts receivable (32,264) (21,336)
Inventories (13,364) (1,754)
Other current assets 5,879 7,155
Other assets (1,200) (588)
Increase (decrease) in:
Accounts payable and accrued
expenses 33,105 12,521
Accrued interest and income
taxes 7,505 3,038
Other noncurrent liabilities 129 128
Increase in deferred income taxes (931) (1,048)
---------- ----------
Net cash provided by
operating activities $ 11,356 $ 7,034
========== ==========
Page 8
HUGHES SUPPLY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(unaudited) (dollars in thousands, except per share data)
4. Subsequent events:
On May 20, 1997 the Company's Board of Directors declared a three-
for-two stock split to shareholders of record as of July 10, 1997.
The date of issuance for the additional shares will be July 17,
1997. Accordingly, average number of shares, per share amounts and
stock option data will be restated for periods prior to the stock
split. The following table presents pro forma average shares
outstanding and earnings per share information, assuming the
additional shares resulting from the stock split had been
outstanding since the beginning of each period presented:
Three Months Ended April 30,
1997 1996
---------- ----------
Average shares outstanding:
Primary 17,670 13,097
Fully diluted 17,676 13,157
Earnings per share:
Primary $ .44 $ .42
Fully diluted .44 .42
Financial information contained elsewhere in this report has not
been adjusted to reflect the impact of the stock split.
On May 20, 1997 the Company's Board or Directors also increased the
regular quarterly cash dividend from $.11 per share (pre split
basis) to $.075 per share (post split basis) effective for the
second quarter dividend which will be payable on August 15, 1997 to
shareholders of record on August 1, 1997.
On May 20, 1997 the shareholders approved an amendment to the
Restated Articles of Incorporation of the Company increasing the
number of authorized shares of common stock from 20,000,000 to
100,000,000 shares, $1.00 par value per share.
Page 9
HUGHES SUPPLY, INC.
PART I. FINANCIAL INFORMATION - Continued
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The following is management's discussion and analysis of certain
significant factors which have affected the financial condition of the
Company as of April 30, 1997, and the results of operations for the
three months then ended.
Material Changes in Results of Operations
Net Sales
Net sales were $421 million for the quarter ended April 30, 1997, an
increase of 21% over the prior year's first quarter. On a basis
comparable to the prior year's first quarter, the Company experienced a
same-store net sales increase of 10%. The remaining increase in net
sales is attributable to newly-opened and acquired wholesale outlets.
Management expects market activity to continue at current levels. These
favorable conditions coupled with the Company's acquisition program
should result in continued sales growth.
Gross Profit
Gross profit and gross margin for the three months ended April 30, 1997
and 1996 were as follows (dollars in thousands):
1997 1996 Variance
Gross profit $ 89,161 $ 69,343 $ 19,818 28.6%
Gross margin 21.2% 19.8%
The improvement in gross margins has resulted from several factors,
including expansion of product offerings to lines with better margins,
efficiencies created with central distribution centers, increased volume
and concentration of supply sources as part of the Company's preferred
vendor program.
Operating Expenses
Operating expenses for the three months ended April 30, 1997 and 1996
were as follows (dollars in thousands):
1997 1996 Variance
Operating expenses $ 73,558 $ 59,833 $ 13,725 22.9%
Percentage of net sales 17.5% 17.1%
Page 10
Newly-opened wholesale outlets and recent acquisitions accounted for
approximately 20 percentage points of the 22.9% increase. The remainder
of the increase is due primarily to personnel and transportation costs
associated with same-store sales growth.
Interest Expense
Interest expense was $4.0 million and $2.5 million for the quarters
ended April 30, 1997 and 1996, respectively, a 62% increase. The
increase is primarily the result of higher borrowing levels as interest
rates have been essentially unchanged. Expansion through business
acquisitions has been partially funded by debt financing.
Income Taxes
The effective income tax rates for the three months ended April 30, 1997
and 1996 were 39.5% and 36.1%, respectively. Prior to the mergers on
April 26, 1996 with ELASCO and January 24, 1997 with Metals,
Incorporated and Stainless Tubular Products, Inc., all three entities
were Subchapter S corporations and, therefore, not subject to corporate
income tax. Each entity's Subchapter S corporation status terminated
upon the merger with the Company. As a result, the Company's effective
rate is higher for the current quarter compared to the prior year's
first quarter. The Company's effective tax rate in the prior year's
first quarter would have been approximately 40% assuming ELASCO, Metals,
Incorporated and Stainless Tubular Products, Inc. were tax paying
entities.
Net Income
Net income was $7.8 million compared to $5.5 million for the prior
year's first quarter, a 41% increase. Fully diluted earnings per share
for the quarter increased to $.66 compared to $.63 in the prior year on
34% more shares outstanding.
These improved results reflect operating leverage that has been achieved
through the Company's acquisition program and through internal growth.
Operating margins (operating income as a percentage of net sales) have
improved to 3.7% compared to 2.7% for the quarters ended April 30, 1997
and 1996, respectively.
Liquidity and Capital Resources
Working capital at April 30, 1997 amounted to $337 million compared to
$330 million at January 31, 1997. The working capital ratio was 2.8 to
1 and 3.3 to 1 as of April 30, 1997 and January 31, 1997, respectively.
The Company typically becomes more leveraged in expansionary periods.
Consequently, higher levels of inventories and receivables, trade
payables and debt are required to support the growth.
Page 11
Cash payments for business acquisitions, accounted for as purchases,
totaled $6.6 million for the three months ended April 30, 1997. In
addition, the Company issued approximately 52,000 of its common shares
valued at approximately $2.0 million for such purchases.
Net cash provided by operations was $11.4 million for the three months
ended April 30, 1997 compared to $7.0 million for the three months ended
April 30, 1996. This change is due primarily to fluctuations in
accounts receivable, inventories and accounts payable.
Expenditures for property and equipment were $8.4 million for the
quarter ended April 30, 1997 compared to $4.6 million for the prior
year's first quarter. Capital expenditures for property and equipment,
not including amounts for business acquisitions, are expected to be
approximately $20 million for fiscal year 1998.
Principal reductions on long-term debt were $2.4 million for the three
months ended April 30, 1997 compared to $6.4 million for the prior year
first quarter. These amounts are attributed primarily to paying off
debt assumed as a result of certain business acquisitions. Dividend
payments were $1.2 million and $2.1 million (including $1.5 million in
cash dividends of pooled companies) during the three months ended April
30, 1997 and 1996, respectively.
Management believes that the Company has sufficient borrowing capacity,
with approximately $23 million available under its existing credit
facilities and a $50 million commitment to expand its existing credit
facilities (subject to borrowing limitations under long-term debt
covenants) as of April 30, 1997, to take advantage of growth and
business acquisition opportunities and has the resources necessary to
fund ongoing operating requirements and anticipated capital
expenditures. Future expansion will continue to be financed on a
project-by-project basis through additional borrowing, or, as
circumstances allow, through the issuance of common stock.
Page 12
HUGHES SUPPLY, INC.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits Filed
(2) Plan of acquisition, reorganization, arrangement, liquidation
or succession. Not applicable.
(3) Articles of incorporation and by-laws.
3.1 Restated Articles of Incorporation, as amended.
3.2 Composite By-Laws, as amended, filed as Exhibit 3.2 to
Form 10-Q for the quarter ended July 31, 1994 (Commission
File No. 001-08772).
(4) Instruments defining the rights of security holders, including
indentures.
4.1 Specimen Stock Certificate representing shares of the
Registrant's common stock, $1.00 par value, filed as
Exhibit 4.2 to Form 10-Q for the quarter ended October
31, 1984 (Commission File No. 0-5235).
4.2 Resolution Approving and Implementing Shareholder Rights
Plan filed as Exhibit 4.4 to Form 8-K dated May 17, 1988
(Commission File No. 0-5235).
(10) Material contracts.
10.1 Lease Agreements with Hughes, Inc.
(a) Orlando Trucking, Garage and Maintenance Operations
dated December 1, 1971, filed as Exhibit 13(n) to
Registration No. 2-43900 (Commission File No. 0-
5235). Letter dated April 15, 1992 extending lease
from month to month, filed as Exhibit 10.1(a) to
Form 10-K for the fiscal year ended January 31,
1992 (Commission File No. 0-5235).
(b) Leases effective March 31, 1988, filed as Exhibit
10.1(c) to Form 10-K for the fiscal year ended
January 27, 1989 (Commission File No. 0-5235).
Page 13
Sub-Item Property
(1) Clearwater
(2) Daytona Beach
(3) Fort Pierce
(4) Lakeland
(6) Leesburg
(7) Orlando Electrical Operation
(8) Orlando Plumbing Operation
(9) Orlando Utility Warehouse
(11) Sarasota
(12) Venice
(13) Winter Haven
(c) Lease amendment letter between Hughes, Inc. and the
Registrant, dated December 1, 1986, amending
Orlando Truck Operations Center and Maintenance
Garage lease, filed as Exhibit 10.1(i) to Form 10-K
for the fiscal year ended January 30, 1987
(Commission File No. 0-5235).
(d) Lease agreement dated June 1, 1987, between Hughes,
Inc. and the Registrant, for additional Sarasota
property, filed as Exhibit 10.1(j) to Form 10-K for
the fiscal year ended January 29, 1988 (Commission
File No. 0-5235).
(e) Leases dated March 11, 1992, filed as Exhibit
10.1(e) to Form 10-K for the fiscal year ended
January 31, 1992 (Commission File No. 0-5235).
Sub-Item Property
(2) Gainesville Electrical Operation
10.2 Hughes Supply, Inc. 1988 Stock Option Plan as amended
March 12, 1996 filed as Exhibit 10.2 to Form 10-K for the
fiscal year ended January 26, 1996 (Commission File No.
001-08772).
10.3 Form of Supplemental Executive Retirement Plan Agreement
entered into between the Registrant and eight of its
executive officers, filed as Exhibit 10.6 to Form 10-K
for fiscal year ended January 30, 1987 (Commission File
No. 0-5235).
10.4 Directors' Stock Option Plan, as amended, filed as
Exhibit 10.4 to Form 10-Q for the quarter ended July 31,
1994 (Commission File No. 001-08772).
Page 14
10.5 Asset Purchase Agreement with Accord Industries Company,
dated October 9, 1990, for sale of Registrant's
manufacturing operations, filed as Exhibit 10.7 to Form
10-K for the fiscal year ended January 25, 1991
(Commission File No. 0-5235).
10.6 Lease Agreement dated June 30, 1993 between Donald C.
Martin and Electrical Distributors, Inc., filed as
Exhibit 10.6 to Form 10-K for the fiscal year ended
January 28, 1994 (Commission File No. 001-08772).
10.7 Consulting Agreement dated June 30, 1993 between Hughes
Supply, Inc. and Donald C. Martin, filed as Exhibit 10.7
to Form 10-K for the fiscal year ended January 28, 1994
(Commission File No. 001-08772).
10.8 Written description of senior executives' long-term
incentive bonus plan for fiscal year 1996 incorporated by
reference to the description of the bonus plan set forth
under the caption "Approval of the Stock Award Provisions
of the Senior Executives' Long-Term Incentive Bonus Plan
for Fiscal Year 1996" on pages 26 and 27 of the
Registrant's Proxy Statement Annual Meeting of
Shareholders To Be Held May 24, 1994 (Commission File No.
001-08772).
10.9 Hughes Supply, Inc. Amended Senior Executives' Long-Term
Incentive Bonus Plan, adopted January 25, 1996, filed as
Exhibit 10.9 to Form 10-K for the fiscal year ended
January 26, 1996 (Commission File No. 001-08772).
10.10 Lease Agreement dated June 24, 1996 between Donald C.
Martin and Hughes Supply, Inc., filed as Exhibit 10.10 to
Form 10-Q for the quarter ended October 31, 1996
(Commission File No. 001-08772).
10.11 Lease Agreements between Union Warehouse & Trucking
Company (d/b/a Union Warehouse & Realty Company) or
Monoco Realty and USCO Incorporated.
(a) Leases dated March 1, 1985 and amended December 23,
1986, filed as Exhibit 10.11(a) to Form 10-K for
the fiscal year ended January 26, 1996 (Commission
File No. 001-08772).
Page 15
Sub-Item Property
(1) 610 East Windsor St., Monroe, NC
(2) 113-115 Henderson St., Monroe, NC
(3) Statesville, NC
(4) Charlotte, NC
(5) Durham, NC
(6) Pinehurst, NC
(7) West Columbia, SC
(b) Lease dated July 1, 1986 and amended December 23,
1986 for Aiken, South Carolina property, filed as
Exhibit 10.11(b) to Form 10-K for the fiscal year
ended January 26, 1996 (Commission File No. 001-
08772).
(c) Lease dated March 1, 1990 for Greenville, South
Carolina property, filed as Exhibit 10.11(c) to
Form 10-K for the fiscal year ended January 26,
1996 (Commission File No. 001-08772).
(d) Lease dated November 1, 1993 for Cheraw, South
Carolina property, filed as Exhibit 10.11(d) to
Form 10-K for the fiscal year ended January 26,
1996 (Commission File No. 001-08772).
(e) Lease dated March 1, 1985 and amended October 1,
1992 for 1515 Morgan Mill Road, Monroe, North
Carolina property, filed as Exhibit 10.11(e) to
Form 10-K for the fiscal year ended January 26,
1996 (Commission File No. 001-08772).
(f) Lease amendment letter between Union Warehouse &
Realty Company, Monoco Realty Company and Hughes
Supply, Inc., dated October 18, 1994, amending the
leases for the eleven properties listed in Exhibit
10.11(a) through (e), filed as Exhibit 10.11(f) to
Form 10-K for the fiscal year ended January 26,
1996 (Commission File No. 001-08772).
(g) Lease effective February 1, 1996 for Pineville,
North Carolina property, filed as Exhibit 10.11(g)
to Form 10-K for the fiscal year ended January 26,
1996 (Commission File No. 001-08772).
10.12 Lease Agreement effective February 1, 1993 between Union
Warehouse & Realty Company and Moore Electric Supply,
Inc., filed as Exhibit 10.12 to Form 10-K for the fiscal
year ended January 26, 1996 (Commission File No. 001-
08772).
Page 16
10.13 Lease Agreement dated April 14, 1997 between Union
Warehouse & Realty Co. and Hughes Supply, Inc.
(11) Statement re computation of per share earnings.
11.1 Summary schedule of earnings per share calculations.
(15) Letter re unaudited interim financial information. Not
applicable.
(18) Letter re change in accounting principles. Not applicable.
(19) Report furnished to security holders. Not applicable.
(22) Published report regarding matters submitted to vote of
security holders. Not applicable.
(23) Consents of experts and counsel. Not applicable.
(24) Power of attorney. Not applicable.
(27) Financial data schedule.
27.1 Financial Data Schedule (filed electronically only).
(99) Additional exhibits. Not applicable.
(b) Reports on Form 8-K
During the quarter ended April 30, 1997, the Registrant filed
a Current Report on Form 8-K dated February 18, 1997, which
reported under Item 5 (Other Events) that the Registrant has
restated its financial statements for the years ended January
26, 1996, January 27, 1995 and January 28, 1994 and for the
nine months ended October 31, 1996 and October 31, 1995 to
give effect to certain business combinations accounted for as
poolings of interests.
Page 17
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 thereunto duly authorized.
HUGHES SUPPLY, INC.
Date: June 11, 1997 By: /s/ David H. Hughes
David H. Hughes, Chairman of
the Board and Chief Executive
Officer
Date: June 11, 1997 By: /s/ J. Stephen Zepf
J. Stephen Zepf, Treasurer,
Chief Financial Officer and
Chief Accounting Officer
Page 18
INDEX OF EXHIBITS FILED WITH THIS REPORT
3.1 Restated Articles of Incorporation, as amended.
10.13 Lease Agreement dated April 14, 1997 between Union Warehouse
& Realty Co. and Hughes Supply, Inc.
11.1 Summary schedule of earnings per share calculations.
27.1 Financial data schedule (filed electronically only).
Page 19
RESTATED ARTICLES OF INCORPORATION
HUGHES SUPPLY, INC.
(January 24, 1989)
We, the undersigned, hereby certify that the following Restated
Articles of Incorporation of Hughes Supply, Inc. were duly adopted by the
Corporation's Board of Directors at a meeting held on January 24, 1989, and
that such Restated Articles of Incorporation only restate and integrate and
do not further amend the provisions of the Corporation's Articles of
Incorporation as heretofore amended and there is no discrepancy between the
Corporation's Articles of Incorporation as heretofore amended and the
provisions of these Restated Articles of Incorporation and the omission of
matters of historical interest.
ARTICLE I
The name of this Corporation shall be:
HUGHES SUPPLY, INC.
ARTICLE II
The general nature of business to be transacted by this Corporation
is:
Section A. To engage in every aspect and phase of the business of
buying, selling, distributing, handling and storing all types of
electrical, plumbing, heating and air conditioning, industrial and
utilities supplies, fixtures and hardware, tools and contractors' supplies.
Section B. To manufacture, purchase, or otherwise acquire, and to
own, mortgage, pledge, sell, assign, transfer, or otherwise dispose of, and
to invest in, trade in, deal in and with, goods, wares, merchandise, real
and personal property, and services, of every class, kind and description,
except that it is not to conduct a banking, safe deposit, trust, insurance,
surety, express, railroad, canal, telegraph, telephone or cemetery company,
a building and loan association, mutual fire insurance association,
cooperative association, fraternal benefits society, state fair or
exposition.
Section C. To conduct business in, have one or more offices in, and
buy, hold, mortgage, sell, convey, lease or otherwise dispose of real and
personal property, including franchises, patents, copyrights, trademarks,
licenses, in the State of Florida, and in all other States and Countries.
Section D. To contract debts and borrow money, issue and sell or
pledge bonds, debentures, notes and other evidences of indebtedness, and
execute such mortgages, transfers of corporate property or other
instruments to secure the payment of corporate indebtedness as required.
Section E. To purchase the corporate assets of any other corporation
and engage in the same or other character of business.
Section F. To guarantee, endorse, purchase, hold, sell, transfer,
mortgage, pledge or otherwise acquire or dispose of the shares of the
capital stock of, or any bonds, securities, or other evidences of
indebtedness created by any other corporation of the State of Florida or
any other state or government, and while owner of such stock to exercise
all the rights, powers and privileges of ownership, including the right to
vote such stock.
ARTICLE III
Section A. The maximum number of shares of all classes of stock which
this Corporation is authorized to issue or to have outstanding at any time
shall be 20,000,000 shares, which shall be divided into classes as follows:
(1) Not more than 10,000,000 shares of Common Stock of $1.00 par
value per share (which shall be designated "Common Stock"); and
(2) Not more than 10,000,000 shares of Preferred Stock of no par
value per share (which shall be designated "Preferred Stock").
Section B. Each holder of Common Stock shall have one vote per share
of such stock held, upon the payment of the consideration fixed for the
issuance of said stock, whether such payment is made in money or in
property to be exchanged therefor at a reasonable valuation. Said stock
shall be fully paid and nonassessable.
Section C. Holders of Common Stock shall not have preemptive rights
to purchase additional shares of Common Stock or other securities of the
Corporation whether or not such stock or other securities are issued for
cash. Holders of securities other than Common Stock shall not have any
preemptive or other right to subscribe for, or right of conversion into
Common Stock, Preferred Stock, or other stock or securities of the
Corporation, except such rights, if any, as may be expressly granted by the
Board of Directors.
Section D. The designations, powers, preferences, and rights, and the
qualifications, limitations, or restrictions of the Preferred Stock shall
be as follows:
Dividends on the outstanding shares of Preferred Stock shall be
declared and paid or set apart for payment before any dividends shall be
declared and paid or set apart for payment on the outstanding shares of
Common Stock with respect to the same quarterly period. Dividends on any
shares of Preferred Stock shall be cumulative only if and to the extent
determined by resolution of the Board of Directors, as provided below. In
the event of any liquidation, dissolution, or winding up of the affairs of
the Corporation, whether voluntary or involuntary, the outstanding shares
of Preferred Stock shall have preference and priority over the outstanding
shares of Common Stock for payment of the amount, if any, to which shares
of each outstanding series of Preferred Stock may be entitled in accordance
with the terms and rights thereof and each holder of Preferred Stock shall
be entitled to be paid in full such amount, or have a sum sufficient for
the payment in full set aside, before any such payments shall be made to
the holders of Common Stock.
The Board of Directors is expressly authorized at any time and from
time to time to provide for the issuance of shares of Preferred Stock in
one or more series, with such voting powers and with such designations,
preferences and relative participating, optional or other rights,
qualifications, limitations or restrictions, as shall be stated and
expressed in the resolution or resolutions providing for the issue thereof
adopted by the Board of Directors, and as are not stated and expressed in
these Articles of Incorporation or any amendment thereto or prohibited by
law, including the following:
(1) The distinctive designation of such series and the number of
shares which shall constitute such series, which number may be increased
(except where otherwise provided by the Board of Directors in creating such
series) or decreased (but not below the number of shares thereof then
outstanding) from time to time by the Board of Directors; and
(2) The rate or manner of payment of dividends on shares of each
such series, including the dividend rate, date of declaration and payment,
whether dividends shall be cumulative, and the conditions upon which and
the date from which such dividends shall be cumulative; and
(3) Whether the shares of such series can be redeemed, the time
or times when, and the price or prices at which, shares of such series
shall be redeemable, and the terms and conditions of redemption; and
(4) The amount payable on shares of such series and the rights
of holders of such shares in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation;
and
(5) The sinking fund provisions, if any, for the redemption or
purchase of shares of such series; and
(6) The rights, if any, of the holders of shares of such series
to convert such shares into, or exchange such shares for, shares of Common
Stock, or any other securities, and the terms and conditions of such
conversion or exchange; and
(7) The voting rights, if any, whether full or limited, of the
shares of such series; provided, however, that the voting rights of such
Preferred Stock shall not exceed one vote per share thereof and no share
shall have any voting rights until the payment therefor shall have been
received by the Corporation.
Except in respect of the particulars that may be fixed by the Board of
Directors as provided above in this Article III, Section D, all shares of
Preferred Stock shall be of equal rank and shall be identical, and each
share of a series shall be identical in all respects with the other shares
of the same series. When payment of the consideration for which shares of
Preferred Stock are to be issued shall have been received by the
Corporation, such shares shall be deemed to be fully paid and
nonassessable.
The Board of Directors, pursuant to the above authorization contained
in this Section D of Article III on May 17, 1988 authorized the issuance of
Series A Junior Participating Preferred Stock as set forth in the
Resolution Establishing Series A Junior Participating Preferred Stock which
is attached to and incorporated by reference herein as Appendix A to these
Restated Articles of Incorporation.
ARTICLE IV
The amount of capital with which this Corporation shall begin business
is the sum of Five Hundred Dollars ($500.00).
ARTICLE V
This Corporation shall have perpetual existence.
ARTICLE VI
The principal office and place of business of this Corporation shall
be located at 521 West Central Boulevard, Orlando, Florida, but this
Corporation may establish and maintain its principal office, or other
offices, at other places in the United States of America, its Colonies or
dependencies, and in any foreign country as its Board of Directors may from
time to time determine.
ARTICLE VII
Section A. Number of Directors. The number of Directors of this
Corporation shall be the number from time to time fixed by the holders of
record of at least 80% of the outstanding shares of stock entitled to vote
or by the Directors in accordance with the terms and conditions of the By-
Laws, but at no time shall said number of Directors be less than three.
Section B. Term of Directors. The Directors shall be classified with
respect to the time for which they shall severally hold office by dividing
them into three classes, each consisting of as near one-third of the whole
number of Directors as practicable, and all Directors of the Corporation
shall hold office until their successors are elected and qualified. The
first such classification shall be made at the Annual Meeting of
Shareholders to be held in the year 1975. At that Annual Meeting, the
Directors shall be classified for staggered terms of 1, 2, and 3 years,
respectively, and at each successive Annual Meeting, the successors to the
class of Directors whose terms expire that year shall be elected to hold
office for the term of three years, so that the term of office of one class
of Directors shall expire each year. Any vacancy which shall occur in a
class of Directors prior to the expiration of the term of such class may be
filled by the Board of Directors for the remainder of the full term.
Section C. Removal of Directors. Notwithstanding any other
provisions of these Articles of Incorporation, the By-Laws of the
Corporation or applicable law, the affirmative vote of the holders of
record of at least 80% of the outstanding shares of stock entitled to vote
shall be required to remove Directors of the Corporation without cause.
Section D. Amendment. Notwithstanding any other provision of the
Articles of Incorporation, the By-Laws of the Corporation or applicable
law, the affirmative vote of the holders of record of at least 80% of the
outstanding shares of stock entitled to vote shall be required (1) to
amend, modify or repeal this Article VII, (2) adopt any provision of the
Articles of Incorporation or the By-Laws of the Corporation which is
inconsistent with this Article VII, or (3) prior to the fixing by the Board
of Directors of any right or preference of any series of Preferred Stock
which is inconsistent with the provisions of this Article VII.
ARTICLE VIII
Stock certificates to replace lost or destroyed certificates shall be
issued on such basis and according to such procedures as are from time to
time provided for in the By-Laws of the Corporation.
ARTICLE IX
The names and post office addresses of the first Board of Directors
are as follows, and these Directors shall hold office for the first year of
this Corporation's existence, or until their successors shall be elected
and qualified:
Russell S. Hughes 526 Grove Park Drive, Orlando, Fla.
Harry C. Hughes 521 W. Central Avenue, Orlando, Fla.
Romania S. Hughes 816 E. Central Avenue, Orlando, Fla.
ARTICLE X
The name and post office address of each of the subscribers to these
Articles of Incorporation, and the number of shares subscribed for by each
are as follows:
Russell S. Hughes 526 Grove Park Drive, Orlando, Fla.
1 sh.
Harry C. Hughes 521 W. Central Avenue, Orlando, Fla.
1 sh.
Romania 5. Hughes 816 E. Central Avenue, Orlando, Fla.
2 shs.
ARTICLE XI
These Articles of Incorporation may be amended in the manner provided
by law. Every Amendment shall be approved by the Board of Directors,
proposed by them to the stockholders, and approved at the stockholders'
meeting by a majority of the stock issued and entitled to be voted unless
all the Directors and all the stockholders sign a written statement
manifesting their intention that a certain Amendment of these Articles of
Incorporation be made.
ARTICLE XII
No plan of consolidation or merger under which the Corporation is not
the surviving constituent corporation shall be deemed approved by the
stockholders unless such plan of consolidation or merger shall be approved
by the affirmative vote of two-thirds of the total number of shares of
stock outstanding and entitled to vote. No amendment to the Articles of
Incorporation may amend or delete the requirement that two-thirds of the
total number of shares of stock outstanding and entitled to vote approve
any plan of consolidation or merger under which the Corporation is not the
surviving constituent corporation unless at a meeting duly called two-
thirds of the total number of shares of stock outstanding and entitled to
vote shall approve such amendment or deletion of such requirement.
ARTICLE XIII
Section A. Higher Vote Required for Certain Business Combinations.
In addition to any affirmative vote required by law or these Articles of
Incorporation, and except as expressly provided in Section B of this
Article XIII, the affirmative vote of the holders of two-thirds of the then
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (the "Voting Stock") shall be
required for the approval or authorization of any Business Combination (as
hereinafter defined).
Section B. Exceptions to Higher Voting Requirement. The provisions
of Section A of this Article XIII shall not be applicable to any particular
Business Combination, and such Business Combination shall require only such
affirmative vote as is required by law or any other Article of these
Articles of Incorporation, if the Business Combination shall have been
approved by a majority of the directors who are Disinterested Directors (as
hereinafter defined) or if all of the following conditions are met:
1. The aggregate amount of the cash and the Fair Market Value
(as hereinafter defined), as of the date of the consummation of the
Business Combination, of consideration other than cash to be received per
share by holders of Common Stock in such Business Combination shall be at
least equal to the higher of (i) the highest price paid for any share of
Common Stock by the Interested Shareholder (as hereinafter defined)
involved in the proposed Business Combination within the two-year period
immediately prior to the time of the first public announcement of such
proposed Business Combination (the "Announcement Date") or in the
transaction in which such person became an Interested Shareholder,
whichever price is the higher; or (ii) the Fair Market Value per share of
the Corporation's Common Stock on the Announcement Date, or on the date on
which the Interested Shareholder became an Interested Shareholder (the
"Determination Date"), whichever is higher. The price paid for any share
of Common Stock shall be the amount of cash plus the Fair Market Value of
any other consideration to be received therefor, deter-mined at the time of
payment therefor.
2. The consideration to be received by holders of a particular
class of outstanding Voting Stock (including Common Stock) shall be in cash
or in the same form as the Interested Shareholder has previously paid for
shares of such class of Voting Stock. If the Interested Shareholder has
paid for shares of any class of Voting Stock with varying forms of
consideration, the form of consideration for such class of Voting Stock
shall be either cash or the form of consideration used to acquire the
largest number of shares of such class of Voting Stock previously acquired
by it. The price determined in accordance with Paragraph 1 of this Section
B shall be subject to appropriate adjustment in the event of any stock
dividend, stock split, combination of shares or similar event.
3. After the Determination Date and prior to the consummation
of such Business Combination: (i) there shall have been (a) no reduction in
the annual rate of dividends paid on the Common Stock (except as necessary
to reflect any subdivision of the Common Stock) and no failure to declare
and pay at the regular date therefor any full dividend (whether or not
cumulative) on any outstanding Preferred Stock, except as approved by a
majority of the directors who are Disinterested Directors, and (b) an
increase in the annual rate of dividends if necessary to reflect any
reclassification (including any reverse stock split), recapitalization,
reorganization or any similar transaction which has the effect of reducing
the number of outstanding shares of stock, unless the failure so to
increase such rates is approved by a majority of the directors who are
Disinterested Directors; and (ii) such Interested Shareholder shall not
have become the beneficial owner of any additional shares of Voting Stock
without the approval of a majority of the directors who are Disinterested
Directors except as part of the transaction which results in such
Interested Shareholder becoming an Interested Shareholder or pursuant to a
stock ownership, stock option or other benefit plan maintained by the
Corporation or any of its subsidiaries generally for the officers and/or
employees of the Corporation or any of its subsidiaries.
4. After the Determination Date, such Interested Shareholder
shall not have received the benefit, directly or indirectly (except
proportionately as a stockholder), of any loans, advances, guarantees,
pledges or other financial assistance or any tax credits or other tax
advantages provided by the Corporation, whether in anticipation of or in
connection with such Business Combination or otherwise.
5. A proxy or information statement describing the
proposed Business Combination and complying with the requirements of the
Securities Exchange Act of 1934 and the rules and regulations thereunder
(or any subsequent provisions replacing such act, rules or regulations)
shall be mailed to all stockholders of the Corporation at least 30 days
prior to the consummation of such Business Combination (whether or not such
proxy or information statement is required to be mailed pursuant to such
act or subsequent provisions).
Section C. Certain Definitions. For purposes of this Article XIII:
1. The term "Business Combination" shall mean:
(i) any merger or consolidation (except a merger or
consolidation in which the Corporation is not the surviving constituent
corporation) of the Corporation or any Subsidiary (as hereinafter defined)
with or into (a) any Interested Shareholder, or (b) any other corporation
(whether or not itself an Interested Shareholder) which is, or after such
merger or consolidation would be, an Affiliate or Associate (as those terms
are defined on July 1, 1985 in Rule 12b-2 under the Securities Exchange Act
of 1934, as amended) of an Interested Shareholder;
(ii) any sale, lease, exchange, mortgage, pledge, transfer
or other disposition (in one transaction or a series of transactions) to or
with any Interested Shareholder or any Affiliate or Associate of an
Interested Shareholder of assets of the Corporation or any Subsidiary
having a fair market value in excess of 10% of the Fair Market Value of the
total consolidated assets of the Corporation as of the end of its most
recent fiscal year ending prior to the time the determination is being
made;
(iii) any sale, lease, exchange, mortgage, pledge, transfer
or other disposition (in one transaction or a series of transactions) of
all or a substantial part of the assets of an Interested Shareholder or an
Affiliate or Associate of an Interested Shareholder to the Corporation or
any Subsidiary for consideration having a Fair Market Value aggregating
$5,000,000 or more;
(iv) the issuance or transfer by the Corporation or any
Subsidiary of any securities of the Corporation or any Subsidiary to any
Interested Shareholder or any Affiliate or Associate of an Interested
Shareholder other than the issuance of securities by the Corporation or any
Subsidiary (a) upon the exercise of warrants or the conversion of
convertible securities of the Corporation or any Subsidiary which are
directly or indirectly owned by any Interested Shareholder or any Affiliate
or Associate of any Interested Shareholder, or (b) in connection with any
stock option, stock ownership or other benefit plan maintained by the
Corporation or any Subsidiary generally for the officers and/or employees
of the Corporation or any Subsidiary;
(v) the adoption of any plan or proposal for the liquidation
or dissolution of the Corporation proposed by or on behalf of any
Interested Shareholder or any Affiliate or Associate of any Interested
Shareholder; or
(vi) any reclassification or recapitalization (including any
reverse stock split) of the Corporation or a merger or consolidation
(except a merger or consolidation in which the Corporation is not the
surviving constituent corporation) of the Corporation with any Subsidiary
or a reorganization or any other transaction (whether or not with or into
or otherwise involving an Interested Shareholder) which has the effect,
directly or indirectly, of increasing the proportionate share of the
outstanding stock of any class of equity or convertible securities of the
Corporation or any Subsidiary which is directly or indirectly owned by an
Interested Shareholder or any Affiliate or Associate of an Interested
Shareholder.
2. The term "Interested Shareholder" shall mean and include any
person, corporation or other entity which is the beneficial owner, directly
or indirectly, of 10% or more of the combined voting power of the then
outstanding Voting Stock of the Corporation.
3. The term "Disinterested Director" shall mean and include
each director of the Corporation who is not himself or herself the
Interested Shareholder proposing the Business Combination or an Affiliate
or Associate of such Interested Shareholder or an officer, director or
employee of such Interested Shareholder or of an Affiliate or Associate of
such Interested Shareholder.
4. A person shall be a "beneficial owner" of any Voting Stock:
(i) which such person or any of its Affiliates or
Associates beneficially owns, directly or indirectly; or
(ii) which such person or any of its Affiliates or
Associates has (a) the right to acquire (whether such right is exercisable
immediately or only after the passage of time), pursuant to any agreement,
arrangement or understanding or upon the exercise of conversion rights,
exchange rights, warrants or options, or otherwise, or (b) the right to
vote or to direct the vote pursuant to any agreement, arrangement or
understanding; or
(iii) which are beneficially owned, directly or indirectly,
by any other person with which such person or any of its Affiliates or
Associates has any agreement, arrangement or understanding for the purpose
of acquiring, holding, voting or disposing of any shares of Voting Stock.
5. For the purposes of determining whether a person is an
Interested Shareholder pursuant to Paragraph 2 of this Section C, the
number of shares of Voting Stock deemed to be outstanding shall include
shares deemed owned through application of Paragraph 4 of this Section C
but shall not include any other shares of Voting Stock which may be
issuable to other persons pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights, warrants or options,
or otherwise.
6. The term "Fair Market Value" shall mean: (i) in the case of
stock, the highest closing sale price during the 30-day period immediately
preceding the date in question of a share of such stock on the principal
United States Securities Exchange registered under the Securities Exchange
Act of 1934 on which such stock is listed, or, if such stock is not listed
on any such exchange, the highest closing bid quotation with respect to a
share of such stock during the 30-day period preceding the date in question
on the National Association of Securities Dealers, Inc. Automated
Quotations System or any system then in use, or if no such quotations are
available, the fair market value on the date in question of a share of such
stock as determined by a majority of the directors who are Disinterested
Directors in good faith; and (ii) in the case of stock of any class of
securities not traded on any securities exchange or in the over-the-counter
market or in the case of property other than cash or stock, the fair market
value of such securities or property on the date in question as determined
by a majority of the directors who are Disinterested Directors in good
faith.
7. The term "Subsidiary" shall mean any corporation of which a
majority of the voting shares is owned, directly or indirectly, by the
Corporation.
8. In the event of any Business Combination in which the
Corporation survives, the phrase "consideration to be received" as used in
Paragraphs 1 and 2 of Section B shall include the shares of Common Stock
and/or the shares of any other class of outstanding Voting Stock retained
by the holders of such shares.
Section D. Powers of the Board of Directors. The Board of Directors
acting by a majority of the directors who are Disinterested Directors shall
have the power and duty to determine for the purpose of this Article XIII
on the basis of information known to them after reasonable inquiry, all
facts necessary to determine the applicability of the various provisions of
this Article XIII including, (1) whether a person is an Interested
Shareholder, (2) the number of shares of Voting Stock beneficially owned by
any person, (3) whether a person is an Affiliate or Associate of another,
and (4) whether the requirements of Section B have been met with respect to
any Business Combination, and the good faith determination of a majority of
the directors who are Disinterested Directors shall be conclusive and
binding for all purposes of this Article XIII.
Section E. No Effect on Fiduciary Obligations. Nothing contained in
this Article XIII shall be construed to relieve any Interested Shareholder
from any fiduciary obligation imposed by lain.
Section F. Severability. In the event any provision (or any part
thereof) of this Article XIII should be determined to be invalid,
prohibited or unenforceable for any reason, the remaining provisions, and
parts thereof, shall remain in full force and effect and enforceable
against the Corporation and its shareholders, including any Interested
Shareholder, to the fullest extent permitted by law.
Section G. Amendment. Notwithstanding any other provision of the
Articles of Incorporation, the By-Laws of the Corporation or applicable
law, the affirmative vote of two-thirds of the votes of then outstanding
Voting Stock, voting together as a single class, shall be required (1) to
amend, modify or repeal this Article XIII, (2) adopt any provision of the
Articles of Incorporation or By-Laws which is inconsistent with this
Article XIII, or (3) prior to the fixing by the Board of Directors of any
right or preference of any series of Preferred Stock which is inconsistent
with the provisions of this Article XIII.
ARTICLE XIV
Notwithstanding any other provision of the Articles of Incorporation,
the By-Laws of the Corporation or applicable law, (a) any special meeting
of the stockholders called by a stockholder or stockholders must be called
by a request in writing submitted by the holder or holders of at least 80%
of the outstanding shares of stock entitled to vote, (b) the stockholders
of the Corporation shall not be permitted to take action by means of
written consents, and (c) the affirmative vote of at least 80% of the
outstanding shares of stock entitled to vote shall be required (i) to
amend, modify or repeal this Article XIV, (ii) adopt any provision of the
Articles of Incorporation or By-Laws of the Corporation which is
inconsistent with this Article XIV, or (iii) prior to the fixing by the
Board of Directors of any right or preference of any series of Preferred
Stock which is inconsistent with the provisions of this Article XIV.
Upon the filing of these Restated Articles of Incorporation of the
Florida Department of State, the Corporation's original Articles of
Incorporation as heretofore amended, shall be superseded, and thereafter
these Restated Articles of Incorporation shall in accordance with Section
607.194 of the Florida General Corporation Act, be the Articles of
Incorporation of the Corporation.
Witness our hands and seals and the Corporate Seal of said Corporation
this 31st day of January, 1989.
s/David H. Hughes
DAVID H. HUGHES, President
Hughes Supply, Inc.
s/Robert N. Blackford
ROBERT N. BLACKFORD, Secretary
Hughes Supply, Inc.
(CORPORATE SEAL)
STATE OF FLORIDA )
)
COUNTY OF ORANGE )
Personally appeared before me, the undersigned authority, David H.
Hughes, well known to me and known to me to be the President of Hughes
Supply, Inc., and after having been duly sworn, he did depose and say that
the foregoing Restated Articles of Incorporation were duly approved by the
Board of Directors and stockholders of the Corporation as stated.
Witness my hand and seal in the County and State aforesaid this 31st
day of January, 1989.
s/Eileen G. Weisenbarger
NOTARY PUBLIC
My Commission Expires: July 29, 1991
Notary Public, State of Florida
J:\docs\gc\restated articles of inc (1989)
APPENDIX A
TO
SECOND RESTATED ARTICLES OF INCORPORATION
RESOLUTION ESTABLISHING
SERIES A JUNIOR PARTICIPATING
PREFERRED STOCK
of
HUGHES SUPPLY, INC.
RESOLVED, that pursuant to the authority vested in this Board of
Directors in accordance with the provisions of this Corporation's Articles
of Incorporation, a series of Preferred Stock of this Corporation be, and
it hereby is, created, and that the designation and amount thereof and the
voting powers, preferences and relative, participating, optional and other
special rights of the shares of such series, and the qualifications,
limitations or restrictions thereof are as follows:
Section 1. Designation and Amount. The shares of such series shall
be designated as "Series A Junior Participating Preferred Stock" and the
number of shares constituting such series shall be 300,000.
Section 2. Dividends and Distributions.
(A) Subject to the prior and superior rights of the holders of
any shares of any series of Cumulative Preferred Stock ranking prior and
superior to the shares of Series A Junior Participating Preferred Stock
with respect to dividends, the holders of shares of Series A Junior
Participating Preferred Stock shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the third Friday in
February, May, August and November of each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first issuance of a
share or fraction of a share of Series A Junior Participating Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the
greater of (a) $1.25 or (b) subject to the provision for adjustment
hereinafter set forth, 100 times the aggregate per share amount of all cash
dividends, and 100 times the aggregate per share amount (payable in kind)
of all non-cash dividends or other distributions other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), declared on the
Common Stock, par value $1.00 per share, of the Corporation (the "Common
Stock") since the immediately preceding Quarterly Dividend Payment Date,
or, with respect to the first Quarterly Dividend Payment Date, since the
first issuance of any share or fraction of a share of Series A Junior
Participating Preferred Stock. In the event the Corporation shall at any
time after May 17, 1988 (the "Rights Declaration Date") (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide
the outstanding Common Stock, or (iii) combine the outstanding Common Stock
into a smaller number of shares, then in each such case the amount to which
holders of shares of Series A Junior Participating Preferred Stock were
entitled immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such
event.
(B) The Corporation shall declare a dividend or distribution on
the Series A Junior Participating Preferred Stock as provided in paragraph
(A) above immediately after it declares a dividend or distribution on the
Common Stock (other then a dividend payable in shares of Common Stock);
provided that, in the event no dividend or distribution shall have been
declared on the Common Stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend Payment
Date, a dividend of $1.25 per share on the Series A Junior Participating
Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Junior Participating Preferred Stock from
the Quarterly Dividend Payment Date next preceding the date of issue of
such shares of Series A Junior Participating Preferred Stock, unless the
date of issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares
shall begin to accrue from the date of issue of such shares, or unless the
date of issue is a Quarterly Dividend Payment Date or is a date after the
record date for the determination of holders of shares of Series A Junior
Participating Preferred Stock entitled to receive a quarterly dividend and
before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly
Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series A Junior Participating
Preferred Stock in an amount less than the total amount of such dividends
at the time accrued and payable on such shares shall be allocated pro rata
on a share-by-share basis among all such shares at the time outstanding.
The Board of Directors may fix a record date for the determination of
holders of shares of Series A Junior Participating Preferred Stock entitled
to receive payment of a dividend or distribution declared thereon, which
record date shall be no more than 30 days prior to the date fixed for the
payment thereof.
Section 3. Voting Rights. The holders of shares of Series A Junior
Participating Preferred Stock shall have the following voting rights:
(A) Each share of Series A Junior Participating Preferred Stock
shall entitle the holder thereof to 1 vote on all matters submitted to a
vote of the stockholders of the Corporation.
(B) Except as otherwise provided herein or by law, the holders
of shares of Series A Junior Participating Preferred Stock end the holders
of shares of Common Stock shall vote together as one class on all matters
submitted to a vote of stockholders of the Corporation.
(C) Holders of Series A Junior Participating Preferred Stock
shall have no special voting rights and their consent shall not be required
(except to the extent they are entitled to vote with holders of Common
Stock as set forth herein) for taking any corporate action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Junior Participating Preferred Stock
as provided in Section 2 are in arrears, thereafter and until all accrued
end unpaid dividends and distributions, whether or not declared, on shares
of Series A Junior Participating Preferred Stock outstanding shall have
been paid in full, the Corporation shall not
(i) declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire for
consideration, any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the
Series A Junior Participating Preferred Stock;
(ii) declare or pay dividends on, or make any
other distributions on, any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Junior Participating Preferred
Stock, except dividends paid ratably on the Series A Junior
Participating Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total
amounts to which the holders of all such shares are then
entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking on a parity (either as
to dividends or upon liquidation, dissolution or winding up) with
the Series A Junior Participating Preferred Stock, provided that
the Corporation may at any time redeem, purchase or otherwise
acquire shares of any such parity stock in exchange for shares of
any stock of the Corporation ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the
Series A Junior Participating Preferred Stock;
(iv) purchase or otherwise acquire for
consideration any shares of Series A Junior Participating
Preferred Stock, or any shares of stock ranking on a parity with
the Series A Junior Participating Preferred Stock, except in
accordance with a purchase offer made in writing or by
publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of Directors,
after consideration of the respective annual dividend rates and
other relative rights and preferences of the respective series
and classes, shall determine in good faith will result in fair
and equitable treatment among the respective series or classes.
(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares
of stock of the Corporation unless the Corporation could, under paragraph
(A) of this Section 4, purchase or otherwise acquire such shares at such
time and in such manner.
Section 5. Reacquired Shares. Any shares of Series A Junior
Participating Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and cancelled
promptly after the acquisition thereof. All such shares shall upon their
cancellation become authorized but unissued shares of Preferred Stock and
may be reissued as part of a new series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors, subject to the
conditions and restrictions on issuance set forth herein.
Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any
liquidation (voluntary or otherwise), dissolution or winding up of the
Corporation, no distribution shall be made to the holders of shares of
stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating Preferred
Stock unless, prior thereto, the holders of shares of Series A Junior
Participating Preferred Stock shall have received $100 per share, plus an
amount equal to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment (the "Series A
Liquidation Preference"). Following the payment of the full amount of the
Series A Liquidation Preference, no additional distributions shall be made
to the holders of shares of Series A Junior Participating Preferred Stock
unless, prior thereto, the holders of shares of Common Stock shall have
received an amount per share (the "Common Adjustment") equal to the
quotient obtained by dividing (i) the Series A Liquidation Preference by
(ii) 100 (as appropriately adjusted as set forth in subparagraph C below to
reflect such events as stock splits, stock dividends and recapitalizations
with respect to the Common Stock) (such number in clause (ii), the
"Adjustment Number"). Following the payment of the full amount of the
Series A Liquidation Preference and the Common Adjustment in respect of all
outstanding shares of Series A Junior Participating Preferred Stock and
Common Stock, respectively, holders of Series A Junior Participating
Preferred Stock and holders of shares of Common Stock shall receive their
ratable and proportionate share of the remaining assets to be distributed
in the ratio of the Adjustment Number to 1 with respect to such Preferred
Stock and Common Stock, on a per share basis, respectively.
(B) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation Preference
and the liquidation preferences of all other series of preferred stock, if
any, which rank on a parity with the Series A Junior Participating
Preferred Stock, then such remaining assets shall be distributed ratably to
the holders of such parity shares in proportion to their respective
liquidation preferences. In the event, however, that there are not
sufficient assets available to permit payment in full of the Common
Adjustment, then such remaining assets shall be distributed ratably to the
holders of Common Stock.
(C) In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or
(iii) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the Adjustment Number in effect immediately prior to
such event shall be adjusted by multiplying such Adjustment Number by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately
prior to such event.
Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property, then in any such case
the shares of Series A Junior Participating Preferred Stock shall at the
same time be similarly exchanged or changed in an amount per share (subject
to the provision for adjustment hereinafter set forth) equal to 100 times
the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share
of Common Stock is changed or exchanged. In the event the Corporation
shall at any time after the Rights Declaration Date (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide
the outstanding Common Stock, or (iii) combine the outstanding Common Stock
into a smaller number of shares, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or change of
shares of Series A Junior Participating Preferred Stock shall be adjusted
by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
Section 8. No Redemption or Conversion. The shares of Series A
Junior Participating Preferred Stock shall not be redeemable or convertible
into any other securities of the Corporation.
Section 9. Ranking. The Series A Junior Participating Preferred
Stock shall rank junior to all other series of the Corporation's Preferred
Stock as to the payment of dividends and the distribution of assets, unless
the terms of any such series shall provide otherwise.
Section 10. Amendment. In the event shares of Series A Junior
Participating Preferred Stock are outstanding, the Articles of
Incorporation of the Corporation shall not be further amended in any manner
which would materially alter or change the powers, preferences or special
rights of the Series A Junior Participating Preferred Stock so as to affect
them adversely without the affirmative vote of the holders of two-thirds or
more of the outstanding shares of Series A Junior Participating Preferred
Stock, voting separately as a class.
Section 11. Fractional Shares. Series A Junior Participating
Preferred Stock may be issued in fractions of a share which shall entitle
the holder, in proportion to such holders fractional shares, to exercise
voting rights, receive dividends, participate in distributions and to have
the benefit of all other rights of holders of Series A Junior Participating
Preferred Stock.
J:\docs\gc\restated articles of inc (1989)
ARTICLES OF AMENDMENT
to
ARTICLES OF INCORPORATION
of
HUGHES SUPPLY, INC.
Pursuant to the provisions of Chapter 607, Florida Statutes, the
undersigned corporation has adopted the amendment to its articles of
incorporation, last previously amended and restated as the Restated
Articles of Incorporation of Hughes Supply, Inc. (January 24, 1989) filed
with the State of Florida Department of State on February 27, 1989 (such
articles of incorporation being hereinafter referred to as its "Articles of
Incorporation"), hereinafter set forth.
FIRST: The name of the corporation amending its Articles of Incorporation
is:
HUGHES SUPPLY, INC.
SECOND: The amendment to its Articles of Incorporation adopted by the
corporation amends Article III, Section A of its Articles of Incorporation
increasing the maximum authorized number of shares of stock of all classes
from 20,000,000 shares, consisting of 10,000,000 shares of Common Stock and
10,000,000 shares of Preferred Stock to 30,000,000 shares, consisting of
20,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock,
so that Article III is amended to read in its entirety as follows:
ARTICLE III
Section A. The maximum number of shares of all classes of stock
which this Corporation is authorized to issue or to have outstanding
at any time shall be 30,000,000 shares, which shall be divided as
follows:
(1) Not more than 20,000,000 shares of Common Stock of
$1.00 par value per share (which shall be designated "Common Stock");
and
(2) Not more than 10,000,000 shares of Preferred Stock of
no par value per share (which shall be designated "Preferred Stock").
Section B. Each holder of Common Stock shall have one vote per
share of such stock held, upon the payment of the consideration fixed
for the issuance of said stock, whether such payment is made in money
or in property to be exchanged therefor at a reasonable valuation.
Said stock shall be fully paid and non-assessable.
Section C. Holders of Common Stock shall not have preemptive
rights to purchase additional shares of Common Stock or other
securities of the Corporation whether or not such stock or other
securities are issued for cash. Holders of securities other than
Common Stock shall not have any preemptive or other right to subscribe
for, or right of conversion into Common Stock, Preferred Stock, or
other stock or securities of the Corporation, except such rights, if
any, as may be expressly granted by the Board of Directors.
Section D. The designations, powers, preferences, and rights,
and the qualifications, limitations, or restrictions of the Preferred
Stock shall be as follows:
Dividends on the outstanding shares of Preferred Stock shall be
declared and paid or set apart for payment before any dividends shall
be declared and paid or set apart for payment on the outstanding
shares of Common Stock with respect to the same quarterly period.
Dividends on any shares of Preferred Stock shall be cumulative only if
and to the extent determined by resolution of the Board of Directors,
as provided below. In the event of any liquidation, dissolution, or
winding up of the affairs of the Corporation, whether voluntary or
involuntary, the outstanding shares of Preferred Stock shall have
preference and priority over the outstanding shares of Common Stock
for payment of the amount, if any, to which shares of each outstanding
series of Preferred Stock may be entitled in accordance with the terms
and rights thereof and each holder of Preferred Stock shall be
entitled to be paid in full such amount, or have a sum sufficient for
the payment in full set aside, before any such payments shall be made
to the holders of Common Stock.
The Board of Directors is expressly authorized at any time and
from time to time to provide for the issuance of shares of Preferred
Stock in one or more series, with such voting powers and with such
designations, preferences and relative participating, optional or
other rights, qualifications, limitations or restrictions, as shall be
stated and expressed in the resolution or resolutions providing for
the issue thereof adopted by the Board of Directors, and as are not
stated and expressed in these Articles of Incorporation or any
amendment thereto or prohibited by law, including the following:
(1) The distinctive designation of such series and the
number of shares which shall constitute such series, which number may
be increased (except where otherwise provided by the Board of
Directors in creating such series) or decreased (but not below the
number of shares thereof then outstanding) from time to time by the
Board of Directors; and
(2) The rate or manner of payment of dividends on shares of
each such series, including the dividend rate, date of declaration and
payment, whether dividends shall be cumulative, and the conditions
upon which and the date from which such dividends shall be cumulative;
and
(3) Whether the shares of such series can be redeemed, the
time or times when, and the price or prices at which, shares of such
series shall be redeemable, and the terms and conditions of
redemption; and
(4) The amount payable on shares of such series and the
rights of holders of such shares in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of
the Corporation; and
(5) The sinking fund provisions, if any, for the redemption
or purchase of shares of such series; and
(6) The rights, if any, of the holders of shares of such
series to convert such shares into, or exchange such shares for,
shares of Common Stock, or any other securities, and the terms and
conditions of such conversion or exchange; and
(7) The voting rights, if any, whether full or limited, of
the shares of such series; provided, however, that the voting rights
of such Preferred Stock shall not exceed one vote per share thereof
and no share shall have any voting rights until the payment therefor
shall have been received by the Corporation.
Except in respect of the particulars that may be fixed by the
Board of Directors as provided above in this Article III, Section D,
all shares of Preferred Stock shall be of equal rank and shall be
identical, and each share of a series shall be identical in all
respects with the other shares of the same series. When payment of
the consideration for which shares of Preferred Stock are to be issued
shall have been received by the Corporation, such shares shall be
deemed to be fully paid and nonassessable.
The Board of Directors, pursuant to the above authorization
contained in this Section D of Article III on May 17, 1988 authorized
the issuance of Series A Junior Participating Preferred Stock as set
forth in the Resolution Establishing Series A Junior Participating
Preferred Stock which is attached to and incorporated by reference
herein as Appendix A to these Articles of Amendment.
THIRD: The above amendment was approved by the Board of Directors of the
corporation on March 24, 1994 and recommended to the board of directors for
approval by the holders of Common Stock, the only outstanding class of
stock of the corporation.
FOURTH: The above amendment was approved by the shareholders on May 24,
1994 by the affirmative vote of the holders of a majority of the shares of
Common Stock outstanding and entitled to vote on the amendment. The number
of votes cast was sufficient for approval of the amendment.
Dated: June 14, 1994
HUGHES SUPPLY, INC.
By s/A. Stewart Hall, Jr.
A. Stewart Hall, Jr.
President
By s/Robert N. Blackford
Robert N. Blackford
Secretary
J:\docs\gc\amendment to articles (june 1994)
APPENDIX A
TO
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
HUGHES SUPPLY, INC.
RESOLUTION ESTABLISHING
SERIES A JUNIOR PARTICIPATING
PREFERRED STOCK
RESOLVED, that pursuant to the authority vested in this Board of
Directors in accordance with the provisions of this Corporation's Articles
of Incorporation, a series of Preferred Stock of this Corporation be, and
it hereby is, created, and that the designation and amount thereof and the
voting powers, preferences and relative, participating, optional and other
special rights of the shares of such series, and the qualifications,
limitations or restrictions thereof are as follows:
Section 1. Designation and Amount. The shares of such series shall
be designated as "Series A Junior Participating Preferred Stock" and the
number of shares constituting such series shall be 300,000.
Section 2. Dividends and Distributions.
(A) Subject to the prior and superior rights of the holders of
any shares of any series of Cumulative Preferred Stock ranking prior and
superior to the shares of Series A Junior Participating Preferred Stock
with respect to dividends, the holders of shares of Series A Junior
Participating Preferred Stock shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the third Friday in
February, May, August and November of each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the first issuance of a
share or fraction of a share of Series A Junior Participating Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the
greater of (a) $1.25 or (b) subject to the provision for adjustment
hereinafter set forth, 100 times the aggregate per share amount of all cash
dividends, and 100 times the aggregate per share amount (payable in kind)
of all non-cash dividends or other distributions other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), declared on the
Common Stock, par value $1.00 per share, of the Corporation (the "Common
Stock") since the immediately preceding Quarterly Dividend Payment Date,
or, with respect to the first Quarterly Dividend Payment Date, since the
first issuance of any share or fraction of a share of Series A Junior
Participating Preferred Stock. In the event the Corporation shall at any
time after May 17, 1988 (the "Rights Declaration Date") (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide
the outstanding Common Stock, or (iii) combine the outstanding Common Stock
into a smaller number of shares, then in each such case the amount to which
holders of shares of Series A Junior Participating Preferred Stock were
entitled immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such
event.
(B) The Corporation shall declare a dividend or distribution on
the Series A Junior Participating Preferred Stock as provided in paragraph
(A) above immediately after it declares a dividend or distribution on the
Common Stock (other then a dividend payable in shares of Common Stock);
provided that, in the event no dividend or distribution shall have been
declared on the Common Stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend Payment
Date, a dividend of $1.25 per share on the Series A Junior Participating
Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Junior Participating Preferred Stock from
the Quarterly Dividend Payment Date next preceding the date of issue of
such shares of Series A Junior Participating Preferred Stock, unless the
date of issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares
shall begin to accrue from the date of issue of such shares, or unless the
date of issue is a Quarterly Dividend Payment Date or is a date after the
record date for the determination of holders of shares of Series A Junior
Participating Preferred Stock entitled to receive a quarterly dividend and
before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly
Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series A Junior Participating
Preferred Stock in an amount less than the total amount of such dividends
at the time accrued and payable on such shares shall be allocated pro rata
on a share-by-share basis among all such shares at the time outstanding.
The Board of Directors may fix a record date for the determination of
holders of shares of Series A Junior Participating Preferred Stock entitled
to receive payment of a dividend or distribution declared thereon, which
record date shall be no more than 30 days prior to the date fixed for the
payment thereof.
Section 3. Voting Rights. The holders of shares of Series A Junior
Participating Preferred Stock shall have the following voting rights:
(A) Each share of Series A Junior Participating Preferred Stock
shall entitle the holder thereof to 1 vote on all matters submitted to a
vote of the stockholders of the Corporation.
(B) Except as otherwise provided herein or by law, the holders
of shares of Series A Junior Participating Preferred Stock end the holders
of shares of Common Stock shall vote together as one class on all matters
submitted to a vote of stockholders of the Corporation.
(C) Holders of Series A Junior Participating Preferred Stock
shall have no special voting rights and their consent shall not be required
(except to the extent they are entitled to vote with holders of Common
Stock as set forth herein) for taking any corporate action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Junior Participating Preferred Stock
as provided in Section 2 are in arrears, thereafter and until all accrued
end unpaid dividends and distributions, whether or not declared, on shares
of Series A Junior Participating Preferred Stock outstanding shall have
been paid in full, the Corporation shall not
(i) declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire for
consideration, any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the
Series A Junior Participating Preferred Stock;
(ii) declare or pay dividends on, or make any
other distributions on, any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Junior Participating Preferred
Stock, except dividends paid ratably on the Series A Junior
Participating Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total
amounts to which the holders of all such shares are then
entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking on a parity (either as
to dividends or upon liquidation, dissolution or winding up) with
the Series A Junior Participating Preferred Stock, provided that
the Corporation may at any time redeem, purchase or otherwise
acquire shares of any such parity stock in exchange for shares of
any stock of the Corporation ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the
Series A Junior Participating Preferred Stock;
(iv) purchase or otherwise acquire for
consideration any shares of Series A Junior Participating
Preferred Stock, or any shares of stock ranking on a parity with
the Series A Junior Participating Preferred Stock, except in
accordance with a purchase offer made in writing or by
publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of Directors,
after consideration of the respective annual dividend rates and
other relative rights and preferences of the respective series
and classes, shall determine in good faith will result in fair
and equitable treatment among the respective series or classes.
(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares
of stock of the Corporation unless the Corporation could, under paragraph
(A) of this Section 4, purchase or otherwise acquire such shares at such
time and in such manner.
Section 5. Reacquired Shares. Any shares of Series A Junior
Participating Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and cancelled
promptly after the acquisition thereof. All such shares shall upon their
cancellation become authorized but unissued shares of Preferred Stock and
may be reissued as part of a new series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors, subject to the
conditions and restrictions on issuance set forth herein.
Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any
liquidation (voluntary or otherwise), dissolution or winding up of the
Corporation, no distribution shall be made to the holders of shares of
stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating Preferred
Stock unless, prior thereto, the holders of shares of Series A Junior
Participating Preferred Stock shall have received $100 per share, plus an
amount equal to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment (the "Series A
Liquidation Preference"). Following the payment of the full amount of the
Series A Liquidation Preference, no additional distributions shall be made
to the holders of shares of Series A Junior Participating Preferred Stock
unless, prior thereto, the holders of shares of Common Stock shall have
received an amount per share (the "Common Adjustment") equal to the
quotient obtained by dividing (i) the Series A Liquidation Preference by
(ii) 100 (as appropriately adjusted as set forth in subparagraph C below to
reflect such events as stock splits, stock dividends and recapitalizations
with respect to the Common Stock) (such number in clause (ii), the
"Adjustment Number"). Following the payment of the full amount of the
Series A Liquidation Preference and the Common Adjustment in respect of all
outstanding shares of Series A Junior Participating Preferred Stock and
Common Stock, respectively, holders of Series A Junior Participating
Preferred Stock and holders of shares of Common Stock shall receive their
ratable and proportionate share of the remaining assets to be distributed
in the ratio of the Adjustment Number to 1 with respect to such Preferred
Stock and Common Stock, on a per share basis, respectively.
(B) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation Preference
and the liquidation preferences of all other series of preferred stock, if
any, which rank on a parity with the Series A Junior Participating
Preferred Stock, then such remaining assets shall be distributed ratably to
the holders of such parity shares in proportion to their respective
liquidation preferences. In the event, however, that there are not
sufficient assets available to permit payment in full of the Common
Adjustment, then such remaining assets shall be distributed ratably to the
holders of Common Stock.
(C) In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or
(iii) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the Adjustment Number in effect immediately prior to
such event shall be adjusted by multiplying such Adjustment Number by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately
prior to such event.
Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property, then in any such case
the shares of Series A Junior Participating Preferred Stock shall at the
same time be similarly exchanged or changed in an amount per share (subject
to the provision for adjustment hereinafter set forth) equal to 100 times
the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share
of Common Stock is changed or exchanged. In the event the Corporation
shall at any time after the Rights Declaration Date (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide
the outstanding Common Stock, or (iii) combine the outstanding Common Stock
into a smaller number of shares, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or change of
shares of Series A Junior Participating Preferred Stock shall be adjusted
by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
Section 8. No Redemption or Conversion. The shares of Series A
Junior Participating Preferred Stock shall not be redeemable or convertible
into any other securities of the Corporation.
Section 9. Ranking. The Series A Junior Participating Preferred
Stock shall rank junior to all other series of the Corporation's Preferred
Stock as to the payment of dividends and the distribution of assets, unless
the terms of any such series shall provide otherwise.
Section 10. Amendment. In the event shares of Series A Junior
Participating Preferred Stock are outstanding, the Articles of
Incorporation of the Corporation shall not be further amended in any manner
which would materially alter or change the powers, preferences or special
rights of the Series A Junior Participating Preferred Stock so as to affect
them adversely without the affirmative vote of the holders of two-thirds or
more of the outstanding shares of Series A Junior Participating Preferred
Stock, voting separately as a class.
Section 11. Fractional Shares. Series A Junior Participating
Preferred Stock may be issued in fractions of a share which shall entitle
the holder, in proportion to such holders fractional shares, to exercise
voting rights, receive dividends, participate in distributions and to have
the benefit of all other rights of holders of Series A Junior Participating
Preferred Stock.
ARTICLES OF AMENDMENT
TO
RESTATED ARTICLES OF INCORPORATION
OF
HUGHES SUPPLY, INC.
Pursuant to the provisions of Chapter 607, Florida Statutes, Hughes
Supply, Inc., a Florida corporation (the "Corporation"), has adopted an
amendment to its Restated Articles of Incorporation, as filed with the
State of Florida Department of State on February 27, 1989, as the same have
been amended from time to time (hereinafter referred to as the "Articles of
Incorporation"), as hereinafter set forth.
First: The name of the Corporation amending its Articles of
Incorporation is:
HUGHES SUPPLY, INC.
Second: The amendment to its Articles of Incorporation adopted by the
Corporation amends Article III, Section A of its Articles of Incorporation
to increase the maximum authorized number of shares of Common Stock from
20,000,000 to 100,000,000 shares, so that Article III, Section A is amended
to read in its entirety as follows:
"Article III
Section A. The maximum number of shares of all classes of stock
which this Corporation is authorized to issue or to have outstanding
at any time shall be 110,000,000 shares, which shall be divided as
follows:
(1) Not more than 100,000,000 shares of Common Stock of
$1.00 par value per share (which shall be designated "Common Stock");
and
(2) Not more than 10,000,000 shares of Preferred Stock of
no par value per share (which shall be designated "Preferred Stock")."
Third: The above amendment was adopted by the Board of Directors of
the Corporation on April 2, 1997 and recommended by the Board of Directors
for approval by the holders of Common Stock, the only outstanding class of
stock of the Corporation.
Fourth: The above amendment was adopted by the shareholders of the
Corporation on May 20, 1997 by the affirmative vote of the holders of a
majority of the shares of Common Stock outstanding and entitled to vote on
the amendment. The number of votes cast was sufficient for approval of the
amendment.
HUGHES SUPPLY, INC.
Dated: June 5, 1997. By:/s/ A. Stewart Hall, Jr.
A. Stewart Hall, Jr.,
President
J:\docs\GC\Amendment to Articles.doc
STATE OF NORTH CAROLINA
COUNTY OF UNION
ARTICLE I
PARTIES:
THIS LEASE, made and entered into this 14th day of
April, 1997, by and between Union Warehouse & Realty Co.
hereinafter called the Lessor, and Hughes Supply, Inc.,
hereinafter called the Lessee, whether one or more:
ARTICLE II
LEASED PREMISES:
That subject to the terms and conditions hereinafter set
forth, the Lessor does hereby let and lease unto the Lessee
those certain premises located in the County of Union, State
of North Carolina, and more particularly described as
follows:
607 E. Windsor St.
Monroe, NC 28112
ARTICLE III
TERM:
TO HAVE AND TO HOLD the above described premises to the
Lessee for a term of 24 1/2 months beginning on the 14th day
of April, 1997. At the end of this period the Lessee shall
have the option to renew this lease for an additional five
(5) years at the same base rate plus an inflation increase
as calculated by multiplying the Base Rate by the percentage
increase in the Consumer Price Index ("CPI" ) during the
initial term of this lease.
ARTICLE IV
RENTAL:
The rental to be paid during the term of this lease is
two thousand ($2,000.00) Dollars per month "Base Rate"
beginning April 14, 1997 and ending May 1, 1999.
During the term of this lease the Lessee shall make all
payments due under the lease payable to Union Warehouse &
Realty Co. Agents for the Lessor at the following address:
PO Box 903
Monroe, NC 28111
ARTICLE V
QUIET POSSESSION
The Lessor covenants that it is the lawful owner of the
demised premises and has lawful authority to enter into this
Agreement with Lessee. The Lessor agrees that the Lessee
shall enjoy said premises during said term free from the
adverse claims of any person and enjoy peaceful and quiet
possession so long as Lessee pays the said rent and performs
the other terms and conditions as herein agreed.
The Lessee, at its own expense, shall comply with all rules,
regulations and requirements of the State and City
Governments or of the Government of the United States or of
any of the Departments or Bureaus thereof applicable to the
leased or demised premises for the prevention or abatement
of nuisances or other grievances arising out of the manner
of the occupancy of said premises during said term. Lessee,
at its sole expense, will hold Lessor harmless from all
expenses, judgments, arising damages and assessments,
including legal expenses and attorney's fees, arising out of
any claim, suit, charge, fine or penalty, arising out of
Lessee's use or occupancy of the property let under this
Lease.
Lessor represents and warrants to Lessee that as of the date
of this lease the demised premises is not in violation of
any law, regulation or code, including but not limited to
building code violations. Lessee assumes sole responsibility
for compliance with all workplace safety laws, rules, and
regulations, including, but not limited to State and Federal
OSHA requirements.
TAXES AND INSURANCE
The Lessor will pay all ad valorem taxes assessed against
the demised premises, and will at its own expense cause the
building and improvements located upon said property to be
adequately insured against fire or other casualty.
The Lessee shall provide for all hazard insurance on its own
contents, furniture, fixtures and equipment located in the
leased premises.
The Lessee shall pay all personal property taxes on property
owned by it and located in the leased premises.
ARTICLE VII
UTILITIES
During the terms of this lease, the Lessee will pay for all
electricity, heat, water and sewer charges to the extent
that such charges are metered to the demised premises.
ARTICLE VIII
MAINTENANCE
The Lessor agrees, at its expense, to maintain and keep in
good repair the roof, principal structure members and
exterior masonry walls of the upon demised premises, and
make any repairs necessitated by defects in the original
construction of the building located upon the demised
premises. The Lessee agrees to make all other repairs,
except repairs to the roof and exterior masonry walls of the
building, including repairs to the air conditioning,
plumbing, heating, electrical wiring and appliances,
painting, glass and all equipment located in the building,
and to keep the same in good condition and state of repair.
Provided, however, that the Lessee shall make all repairs
which are to be made by the Lessor under this Article if
such repairs are occasioned by or through the negligence of
the Lessee. The Lessee will keep the grounds of the demised
premises in a neat and presentable condition.
The Lessee further agrees that upon termination of the lease
it will surrender the said premises in as good order and
condition as they were at the beginning of the lease,
ordinary wear and tear excepted; and the Lessee further
covenants and agrees that it will make no unlawful or
offensive use of the premises.
ARTICLE IX
LIABILITY INSURANCE
The Lessee further agrees to hold the Lessor harmless from
any loss, cost, damage or expenses arising out of any
accident or other occurrence causing injury to any person or
property and due directly or indirectly to the use or
occupancy of said premises by the Lessee, and the Lessee
shall, at its own expense, carry liability insurance in the
amount of One Hundred Thousand Dollars ($100,000.00) for
injury to one person, Three Hundred Thousand Dollars
($300,000.00) for injury to more than one person, arising
out of one accident or occurrence and Fifty Thousand Dollars
($50,000.00) for property damage, in a good and responsible
insurance company authorized to do business in the State of
North Carolina which will insure and indemnify the Lessor
and Lessee against such loss or liability for loss, damage,
or expenses, and deliver such policies of insurance, or
certificates, therefor to Lessor. Said policies shall name
the Lessor as an insured, as its interest may appear.
ARTICLE X
LIENS
Lessee shall commit no act which would create a lien on the
Lessor's property Any lien filed as a result of action by
the Lessee will be promptly discharged and canceled at the
sole expense of the Lessee.
ARTICLE XI
LESSEE'S DEFAULT
It is expressly agreed that if any monthly installment or
rent is not paid on the due date as herein called for, or
within 30 days after written notice from Lessor, then the
Lessor may, after giving the Lessee thirty (30) days'
written notice of such default, declare this lease
terminated and canceled and may take possession of said
premises without prejudice to any other remedies it may
have.
If there be any other default by the Lessee in the
stipulations, agreements and covenants herein contained, and
if the Lessee fails to comply with any of the provisions of
this Agreement and Lease, the Lessor shall give the Lessee
notice of such default, and if the Lessee shall fail to
comply with such stipulations, agreements and covenants
within thirty (30) days after such notice, then it shall be
lawful for the Lessor to re-enter the premises hereby
leased, and all requirements of notice are waived by Lessee,
and Lessor reserves all other legal remedies.
It is expressly agreed that if, at any time during the term
of the lease, the Lessee shall be adjudged bankrupt or
insolvent by any federal or state court of competent
jurisdiction, the Lessor may, at its option, declare this
lease terminated and canceled and take possession of said
premises.
ARTICLE XII
INSPECTIONS
The Lessee agrees that the Lessor, its agents or other
representatives, shall have the right without abatement of
rent, to enter into and upon such premises, or any part
thereof, at all reasonable times for the purpose of
examining the same so long as such inspections do not
unreasonably interfere with the conduct of Lessee's business
on the demised premises.
ARTICLE XIII
PERSONAL PROPERTY AND FIXTURES
All personal property placed on the demised premises, or any
part thereof, shall be at the risk of the Lessee or owners
of such personal property, and Lessor shall not be liable
for any loss or damage to said personal property or to the
Lessee for any cause whatsoever not attributable to or
caused by defects in the original construction of the
building.
The Lessee shall have the right and privilege upon the
termination of this lease to remove from the demised
premises all trade fixtures installed by it, provided it be
not in default hereunder and in so doing the Lessee shall
repair all damage to said building that may have been caused
by the installation or removal thereof; and it will
surrender the demised premises in as good order and
condition as they were at the beginning of the term hereof,
ordinary wear and tear and damage by fire or other casualty
beyond the control of the Lessee excepted; provided,
however, that any partitions or other additions or
improvements in said building at Lessors option shall be and
remain the property of the Lessor.
ARTICLE XIV
DESTRUCTION
It is agreed between the parties hereto that if the premises
hereby let shall be destroyed or damaged by fire or other
casualty so as to become substantially untenantable, then if
the Lessor shall by writing, to be delivered to the Lessee
within ten days after such damage or destruction, elect to
rebuild or repair said premises, commencing within fifteen
days after such election to putting the premises in as good
condition as they were at the time of destruction or damage,
and, for that purpose may enter said premises and the rent
shall abate during time said premises are untenantable, but
if the Lessor does not elect as aforesaid to rebuild or
repair, and in any event such building or repairs are not
completed within One Hundred Twenty days after the date of
such fire or casualty, then the Lessor shall have possession
of said premises hereby let, and Lessee shall surrender and
deliver to the Lessor such possession and this Lease shall
become void, and the term hereby ended, and upon delivery
and surrender being made or upon recovery of said premises
by the Lessor, the obligation to pay rental shall cease.
It is agreed between the parties hereto that if the premises
hereby let shall be damaged by fire, but not to the extent
of becoming untenantable, then in that case the Lessor shall
rebuild or repair the premises within ninety days time, and
the rental during such time shall be proportionately abated;
provided, however, that the Lessor is able at that time to
obtain the necessary materials, and in the event such
materials are not available within a reasonable time, the
Lessee may terminate this Lease.
ARTICLE XV
CONDEMNATION
If the whole or substantial portion of the demised premises
is taken by any governmental agency or corporation vested
with the right of exercise of eminent domain, whether such
taking be effected by Court action or by settlement with the
agency exercising or threatening to exercise such power and
if the property so taken renders the remainder of said
property unfit for the use thereof by Lessee, then the
Lessee shall have the option to terminate this lease, which
option must be exercised within sixty (60) days of such
taking. If the Lessee shall not so elect to terminate' or if
the taking does not interfere with Lessee's use of the
premises to the extent that Lessee does not have an option
to terminate, there shall be a permanent reduction of the
annual rental based upon the nature and extent of the
taking.
ARTICLE XVI
SIGNS
The Lessee shall have the right to erect signs relating to
its business activities. The care and maintenance of such
signs shall be the responsibility of the Lessee and shall
remain the property of the Lessee. Signs must comply with
all applicable Federal, State and local codes, ordinances
and restrictions.
It is further agreed that the Lessee shall not paint on the
outside walls of the building any signs and that if the
Lessee erects any sign or signs on the building, that it
will repair any damage to the building occasioned by the
removal of such signs.
The Lessor or its designated agent shall have the privilege
of installing a "for lease" and/or "for sale" sign on the
leased premises during the last 90 days of the lease term or
any extension thereof and shall have the privilege of
showing the leased premises to prospective lessees or
purchasers during such 90 day period.
ARTICLE XVII
ASSIGNMENT AND SUBLETTING
The Lessee shall not assign this lease, or sublet any
portion of the demised premises without the written consent
of Lessor, which consent shall not be unreasonably withheld;
and in the event of such subletting or assignment, the
Lessee shall remain bound under all obligations hereunder.
In the event the Lessor at any time in writing consents to
the assignment of this lease or to the subletting of the
whole or any part of the demised premises, such assignment
or sublease shall be in writing and shall be subject to the
following conditions:
(a) That the said assignee or sub-lessee by an instrument in
writing in recordable form shall assume and agree to keep,
observe and perform all of the agreements, conditions,
covenants and term of this lease on the part of the Lessee
to be kept, observed and performed, and shall be, and become
jointly and severally liable with the Lessee for
non-performance thereof;
(b) That a duplicate-original of such instrument of
assignment or sublease and assumption shall be delivered to
the Lessor as soon as such assignment or sublease and
assumption shall have been executed and delivered; and
(c) That no further or additional assignment of this lease
or sublease shall be made except upon compliance with the
provisions of this Article.
ARTICLE XVIII
CHANGES BY LESSEE
It is agreed that the Lessee shall make no changes in the
building without the written permission of the Lessor,
except as herein specified.
ARTICLE XIX
SUBORDINATION OF LEASE
This lease, its terms and conditions, and all leasehold
interest and rights hereunder, are expressly made given and
granted subject and subordinate to the lien of any lending
institution mortgage or deed of trust now or hereinafter
imposed upon all or any part of the demised premises, and
Lessee agrees to execute and deliver to the Lessor, its
successors, or assigns or to any other person or corporation
designated by the Lessor, any instrument or instruments
requested by the Lessor consenting to any such mortgage or
trust deed placed upon the premises and subordinating this
lease thereto.
In the event of subordination, all rights of Lessee under
this lease shall be fully preserved and protected as long as
Lessee complies with all the covenants or conditions herein
assumed by it.
ARTICLE XX
ATTORNEYS FEES
In case suite be brought for the recovery of any rent due
under the provisions of this Lease, or because of the breach
of any other covenant herein contained, the prevailing party
shall be entitled to recover from the non-prevailing party
its reasonable attorneys fees and costs through all trial
levels, appeals and in bankruptcy.
ARTICLE XXI
HAZARDOUS WASTE
Lessor represents to Lessee that the demised premises is not
contaminated with any hazardous waste or hazardous material
as of the date of this Lease. Lessee agrees not to use the
demised premises to generate, manufacture treat, store or
dispose of any hazardous waste or hazardous substances and
not to release any hazardous materials or hazardous
substances onto the demised premises.
ARTICLE XXII
BROKERS
Lessor and Lessee represent each to the other that neither
Lessee nor Lessor has entered into any agreement or economic
relationship, or incurred any obligation which might result
in the obligation or the other party to pay a brokerage
commission, finders fee or similar fee. Lessor or Lessee, as
the case may be' shall indemnify, defend and hold harmless
the other from any claims, demands or judgments arising by
reason of any breach of the foregoing representation.
ARTICLE XXIII
COMPLETE AGREEMENT
This written lease contains the entire agreement between the
parties, and it shall not be altered or modified except in
writing signed by the parties hereto.
ARTICLE XXIV
DISPUTE RESOLUTION
Any dispute arising under this Lease Agreement must be
submitted to mediation before the filing of any suit by
either party. The mediator must be one qualified under the
standards established by the North Carolina Supreme Court
or, by agreement of the parties, a person qualified under
any national or state mediation/arbitration service, who is
unbiased and has no present or past business, professional,
or personal association with the parties or potential
witnesses, their agents or employees. Cost of mediation
shall be borne equally by the parties.
After mediation, if the dispute is unresolved, suit must be
filed in the county in which the leased premises are located
and the laws of North Carolina shall apply on all issues.
ARTICLE XXV
NOTICES
All notices required to be given under this lease shall be
forwarded by registered or certified mail as follows:
TO THE LESSOR:
Union Warehouse & Realty Co.
PO Box 903
Monroe, NC 28111
TO THE LESSEE:
Hughes Supply, Inc.
20 N. Orange Ave., Suite 200
Orlando, FL 32801
Such address may be changed from time to time by either
party by serving notice as above provided.
EXECUTION
IN WITNESS WHEREOF the parties hereto have caused the due
execution of this instrument by their officers hereunto duly
authorized and their corporate seals hereto affixed, as of
the day and year first above written.
Two Witnesses
_____________________________ HUGHES SUPPLY, INC.
_____________________________ By: /s/ A. S. Hall, Jr.
President
(CORPORATE SEAL) LESSEE
Attest: /s/ Benjamin P. Butterfield
Assistant Secretary
Two Witnesses
_____________________________ UNION WAREHOUSE & REALTY CO.
_____________________________ By: /s/ James C. Plyler
President
(CORPORATE SEAL) LESSOR
Attest: /s/ J. W. Edney
Secretary
STATE OF: North Carolina
COUNTY: Union
This 23rd day of April, 1997, personally came before me
James C. Plyler who, being by me duly sworn, says that he is
the President of Union Warehouse & Realty Co., and that the
seal affixed to the foregoing instrument in writing is the
corporate seal of the company, and that said writing was
signed and sealed by him in behalf of said corporation, by
its authority duly given. And the said James C. Plyler
acknowledged the said writing to be the act and deed of said
corporation.
/s/ Lucille H. Long
Notary Public
My Commission Expires:
2/27/99
STATE OF: North Carolina
COUNTY OF: Union
I, Lucille H. Long, Notary Public, certify that J. W.
Edney personally came before me this day and acknowledged
that he is Secretary of Union Warehouse & Realty Co., a
corporation, and that by authority duly given and as the act
of the corporation, the foregoing instrument was signed in
its name by its President, sealed with its corporate seal,
and attested by himself as its Secretary.
Witness my hand and official seal, this 23rd day of
April, 1997.
My Commission Expires:
2/27/99
/s/ Lucille H. Long
Notary Public
Exhibit 11.1
HUGHES SUPPLY, INC.
SUMMARY SCHEDULE OF EARNINGS PER SHARE CALCULATIONS
(in thousands, except per share amounts)
Potentially dilutive securities:
Options for common stock, issued under stock option plan.
Three Months
Ended April 30,
1997 1996
Line
- ----
SHARES
------
1 Average shares outstanding 11,596 8,551
2 Incremental shares (options) -
Assuming options outstanding at end of period
were exercised at beginning of period (or time
of issuance, if later) and proceeds were used
to purchase shares at average market price
during the period 184 180
---------- ----------
3 Shares used in calculating Earnings Per
Common and Common Equivalent Share 11,780 8,731
4 Incremental shares (options) -
Assuming options outstanding at end of period
were exercised at beginning of period (or time
of issuance, if later) and proceeds were used
to purchase shares at the higher of the
average market price during the period or the
market price at the end of the period; and
that options exercised during the period were
exercised at the beginning of the period (or
time of issuance, if later) and the proceeds
were used to purchase shares at the market
price at the date of exercise 4 40
---------- ----------
5 Shares used in calculating Earnings Per
Common Share - Assuming Full Dilution 11,784 8,771
========== ==========
EARNINGS
--------
6 Net income per financial statements $ 7,777 $ 5,523
========== ==========
RESULTING PER SHARE DATA
------------------------
7 Earnings per common share (Line 6/Line 1) $ .67 $ .65
=========== ===========
8 Earnings per common share and common
equivalent share (Line 6/Line 3) $ .66 $ .63
=========== ===========
9 Dilution 1.5% 3.1%
=========== ===========
10 Earnings per common share - assuming full
dilution (Line 6/Line 5) $ .66 $ .63
=========== ===========
11 Dilution 1.5% 3.1%
=========== ===========
12 Used in statements of income:
[ ] Line 7, if dilution less than 3%, or antidilution, exists for all
periods.
[ X ] Lines 8 and 10, if dilution >= 3% for any period.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET OF HUGHES SUPPLY, INC. AS OF APRIL 30, 1997, AND THE
RELATED STATEMENT OF INCOME FOR THE THREE MONTHS THEN ENDED AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000049029
<NAME> HUGHES SUPPLY, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-30-1998
<PERIOD-END> APR-30-1997
<CASH> 11,110
<SECURITIES> 0
<RECEIVABLES> 234,751
<ALLOWANCES> 4,647
<INVENTORY> 266,776
<CURRENT-ASSETS> 528,713
<PP&E> 146,723
<DEPRECIATION> 67,796
<TOTAL-ASSETS> 712,591
<CURRENT-LIABILITIES> 191,964
<BONDS> 230,438
0
0
<COMMON> 11,612
<OTHER-SE> 276,249
<TOTAL-LIABILITY-AND-EQUITY> 712,591
<SALES> 421,385
<TOTAL-REVENUES> 421,385
<CGS> 332,224
<TOTAL-COSTS> 332,224
<OTHER-EXPENSES> 73,214
<LOSS-PROVISION> 344
<INTEREST-EXPENSE> 3,981
<INCOME-PRETAX> 12,856
<INCOME-TAX> 5,079
<INCOME-CONTINUING> 7,777
<DISCONTINUED> 0
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<NET-INCOME> 7,777
<EPS-PRIMARY> .66
<EPS-DILUTED> .66
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