<PAGE> 1
Filed Pursuant to Rule 424(B)(1)
Registration No: 333-31523
449,751 SHARES
HUGHES SUPPLY, INC.
COMMON STOCK
---------------------
This prospectus (this "Prospectus") relates to the offering by the selling
shareholders named herein (the "Selling Shareholders") of up to an aggregate of
449,751 shares of Common Stock, par value $1.00 per share (the "Common Stock"),
of Hughes Supply, Inc., a Florida corporation ("Hughes Supply" or the
"Company"), consisting of: (i) 1,061 shares of Common Stock (the "CWI Shares")
issued pursuant to the Acquisition Agreement (the "CWI Agreement") dated
November 5, 1996 by and among the Company, Coastal Wholesale, Inc., a Florida
corporation ("CWI"), and the shareholders of CWI; (ii) 7,869 shares of Common
Stock (the "Gulf Pool Shares") issued pursuant to the Acquisition Agreement (the
"Gulf Pool Agreement") dated February 10, 1997 by and among the Company, Gulf
Pool Equipment Co. ("Gulf Pool"), and Gulf Pool Holding Company, Inc. ("GPH"),
each a Texas corporation, and Dennis E. Tottenham; (iii) 137,932 shares of
Common Stock (the "Dominion Shares") issued pursuant to the Acquisition
Agreement (the "Dominion Agreement") dated May 5, 1997 by and among the Company,
Dominion Pipe & Supply Co., and Dominion Pipe Fabricators, Incorporated, each a
Virginia corporation (collectively "Dominion"), and the shareholders of
Dominion; and (iv) 302,889 shares of Common Stock (the "Gilleland Shares")
issued pursuant to the Acquisition Agreement (the "Gilleland Agreement") dated
June 25, 1997 by and among the Company, Gilleland Products, Inc., a Georgia
corporation ("Gilleland"), and the shareholder of Gilleland. The CWI Shares, the
Gulf Pool Shares, the Dominion Shares and the Gilleland Shares, are collectively
referred to herein as the "Shares."
The Shares, when sold, will be sold by and for the account of the Selling
Shareholders. The Company will not receive any proceeds from the sale of the
Shares by the Selling Shareholders. See "Use of Proceeds." The Company's Common
Stock is listed on the New York Stock Exchange, Inc. (the "NYSE") under the
symbol "HUG." On July 17, 1997, the last sale price for the Common Stock as
reported on the NYSE was $26.33 per share, which price gives effect to the
three-for-two stock split applicable for shareholders of record as of July 10,
1997. Issue date for the additional shares was July 17, 1997.
All expenses relating to the distribution of the Shares shall be borne by
the Company, other than selling commissions and fees and expenses of counsel and
other representatives of the Selling Shareholders. See "Plan of Distribution."
SEE "RISK FACTORS" BEGINNING ON PAGE 8 OF THIS PROSPECTUS FOR A DISCUSSION
OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN EVALUATING AN INVESTMENT IN THE
COMMON STOCK OFFERED HEREBY.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------
The Company has been advised by the Selling Shareholders that the Selling
Shareholders, acting as principals for their own accounts, directly, through
agents designated from time to time, or to or through broker-dealers or
underwriters also to be designated, may sell all or a portion of the Shares
offered hereby from time to time on terms to be determined at the time of sale.
The aggregate proceeds to the Selling Shareholders from the sale of the Shares
sold by the Selling Shareholders pursuant to this Prospectus will be the
purchase price of such shares less any commissions. See "Plan of Distribution."
Any broker-dealers, agents or underwriters that participate with the
Selling Shareholders in the distribution of the Shares may be deemed
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), in which event any commissions received by such
broker-dealers, agents or underwriters and any profit on the resale of the
Shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
---------------------
The date of this Prospectus is July 21, 1997.
<PAGE> 2
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549-1104, and at the following
regional offices of the Commission: New York Regional Office, Seven World Trade
Center, 13th Floor, New York, New York 10048; and Chicago Regional Office,
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material can also be obtained from the Public Reference Section
of the Commission at prescribed rates at the principal office of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission maintains a
World Wide Web site at http://www.sec.gov. containing reports, proxy and
information statements and other information regarding registrants, including
the Company, that file electronically with the Commission. In addition, the
Common Stock of the Company is traded on the NYSE, and such reports, proxy
statements and other information concerning the Company can also be inspected at
the offices of the NYSE, Room 401, 20 Broad Street, New York, New York 10005.
The right to purchase one one-hundredth of a share of the Company's Series
A Junior Participating Preferred Stock, no par value per share (collectively,
"Rights"), is attached to each share of Common Stock, including each share of
Common Stock offered hereby. Any reference in this Prospectus to the Common
Stock shall include such Rights. This Prospectus, which constitutes part of the
Registration Statement on Form S-3 (Registration No. 333-31523) (the
"Registration Statement") filed by the Company with the Commission under the
Securities Act, omits certain of the information contained in the Registration
Statement. Reference is hereby made to the Registration Statement and to the
exhibits relating thereto for further information with respect to the Company
and the securities offered hereby. This Prospectus does not contain all
information set forth in the Registration Statement. Certain parts of the
Registration Statement have been omitted in accordance with the rules and
regulations of the Commission. For further information, reference is made to the
Registration Statement which can be inspected at the public reference rooms at
the offices of the Commission.
2
<PAGE> 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents or portions thereof, filed by the Company with the
Commission under the Exchange Act and the Securities Act, are incorporated
herein by reference:
(a) Hughes Supply's Annual Report on Form 10-K (File No. 001-08772)
for the year ended January 31, 1997;
(b) Hughes Supply's Quarterly Report on Form 10-Q (File No. 001-08772)
for the quarter ended April 30, 1997;
(c) Hughes Supply's Proxy Statement for the Annual Meeting of
Shareholders held on May 20, 1997; and
(d) Hughes Supply's Registration Statement on Form S-3 (File No.
333-27937), as filed with the Commission on May 28, 1997.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering
shall be deemed to be incorporated by reference in this Prospectus and to be a
part of this Prospectus from the date of filing thereof. Any statement contained
in a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or to any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statements so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, upon the written or oral
request of any such person, a copy of any or all of the documents referred to
above which shall have been or may be incorporated in this Prospectus by
reference (not including exhibits to such information, unless such exhibits are
specifically incorporated by reference into such information). Requests for such
copies shall be directed to Hughes Supply, Inc., Attention: J. Stephen Zepf,
Treasurer and Chief Financial Officer, at 20 North Orange Avenue, Suite 200,
Orlando, Florida 32801, telephone (407) 841-4755.
3
<PAGE> 4
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and the consolidated financial statements and related notes thereto
incorporated by reference in this Prospectus. As used in this Prospectus, unless
the context indicates otherwise, the terms "Company" and "Hughes Supply" mean
Hughes Supply, Inc., its subsidiaries and its predecessors. The Company's fiscal
year ends on the last Friday in January of each year.
THE COMPANY
Hughes Supply is one of the largest diversified wholesale distributors of
materials, equipment and supplies for the construction and industrial markets
operating primarily in the southeastern and midwestern United States. As of
January 31, 1997, the Company distributed more than 130,000 products through 272
branches located in 25 states and Puerto Rico. The Company's customers are
subcontractors, general contractors, utilities, municipalities and
manufacturers. Management believes that the Company holds a significant market
share in a majority of its local markets and is one of the largest distributors
of its range of products in the southeastern and midwestern United States. The
Company's largest geographic market is Florida (representing approximately 36%
of fiscal 1997 net sales), which is one of the largest commercial and
residential construction markets in the United States.
The products which the Company distributes are used in new construction for
commercial, residential, utility and industrial applications and for replacement
and renovation projects. Such products include materials and supplies associated
with the Company's nine major product groups as follows: electrical; plumbing;
water and sewer; air conditioning and heating; industrial pipe, valves and
fittings; building materials; electric utilities; water systems; and pool
equipment and supplies. Each product group is sold by the Company's own
specialized and experienced sales force consisting of outside sales
representatives and inside account executives. Management believes that the
Company's mix of commercial, residential, utility and industrial business,
geographic diversification and multiple product groups reduces the impact of
economic cycles on the Company's net sales and profitability. Management
believes that no other company competes against it across all of its product
groups.
The Company's principal business objective is to achieve profitable growth,
both internally and through selective acquisitions, primarily in existing and
contiguous geographic markets. The Company has grown internally through
increases in comparable branch net sales and new branch openings and the
addition of new product groups. Since January 29, 1993, the Company has opened
36 new branches (exclusive of new branches acquired through acquisitions). In
addition, the Company continues to pursue an active acquisition program as a
result of opportunities presented by the substantial size and highly fragmented
ownership structure of its industry. Based upon estimates available to the
Company, industry sales in the United States of products sold by the Company
exceeded $100 billion in 1996, and no wholesale distributor of these products
accounted for more than 2% of the total market. Since January 29, 1993, the
Company has completed 39 acquisitions representing 127 branches. In addition to
increased geographic penetration, acquisitions often provide opportunities for
the Company to gain market share and to enhance and diversify product offerings.
Management believes that the most cost effective way for the Company to enter
new geographic markets is through acquisitions. All of the Company's significant
acquisitions have been accretive to the Company's earnings per share.
The Company's acquisition strategy is to acquire profitable distribution
businesses with strong management and well-developed market positions and
customer franchises. Acquisitions can generally be categorized as fill-in
acquisitions or new market acquisitions. Fill-in acquisitions are generally
smaller in size and represent new branches within existing product groups and
existing geographic markets. Since January 29, 1993, the Company has completed
fill-in acquisitions of 36 branches, and management believes that significant
additional fill-in acquisition opportunities are available.
New market acquisitions represent the addition of new product groups,
within related commercial construction and industrial products categories, or
the entry into new geographic markets, or both. During the
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<PAGE> 5
last four fiscal years, the Company has increasingly focused on new market
acquisitions with the goal of adding products and product groups with higher
gross margins, increasing sales to the replacement and industrial markets (which
tend to be less cyclical than new construction markets), achieving greater
geographic diversification and developing additional opportunities for future
fill-in acquisitions and new branch openings. Recent new market acquisitions
completed by the Company include: (i) The Treaty Distribution Group, resulting
in a significant increase in the Company's water and sewer products business in
new geographic markets; (ii) Moore Electric Supply, Inc., resulting in a
significant increase in the Company's electrical products business in new
geographic markets; (iii) Florida Pipe & Supply Company, the Company's initial
entry into the industrial pipe, valve and fitting market; (iv) Electric
Laboratories and Sales Corporation and ELASCO Agency Sales, Inc. (collectively,
"ELASCO"), resulting in a significant increase in the Company's electric
utilities business in new geographic markets; (v) PVF Holdings, Inc., resulting
in a significant increase in the Company's industrial pipe, valve and fitting
business in new geographic markets; (vi) Sunbelt Supply Co., resulting in a
significant increase in the Company's valve and fitting business in new
geographic markets; and (vii) Metals, Incorporated, Stainless Tubular Products,
Inc., and Metals, Inc. -- Gulf Coast Division, resulting in a significant
increase in the Company's specialty pipe, valve and fitting business as well as
the metal fabrication business in new geographic markets.
The Company's operating strategy is based on decentralizing customer
related functions at the branch level, such as sales and local inventory
management, and centralizing certain administrative functions at the corporate
level, such as credit, human resources, finance and accounting, legal and
management information systems. Other key elements of the Company's operating
strategy include:
- Comprehensive and diversified product groups;
- Superior customer service;
- Local market focus;
- Well-trained and experienced workforce; and
- Volume purchasing power.
Hughes Supply differentiates itself from consumer-oriented, large format,
do-it-yourself ("DIY") home center retailers with respect to the type of
customer served, breadth of products offered and level of service provided.
Management believes that the Company's customers, unlike DIY customers, are
typically professionals who choose their building materials suppliers primarily
on the basis of product availability, price, relationships with sales personnel,
and the quality and scope of services offered by such suppliers. Furthermore,
professional customers generally buy in large volumes, are involved in ongoing
jobs or projects lasting months or years resulting in repeat buying situations,
and require specialized services not typically provided by large format DIY home
center retailers. Customer services provided by the Company include credit,
design assistance, material specifications, scheduled job site delivery, job
site visits to ensure satisfaction, technical product services, including
blueprint take-off and computerized order quotes, and assistance with product
returns. Accordingly, the Company has been able to serve customer groups that
large format DIY home center retailers generally do not emphasize.
As a result of the Company's operating and acquisition strategies, net
sales increased to $1.5 billion in fiscal 1997 from $827.3 million in fiscal
1994, a compound annual growth rate of 22.4%; operating income increased to
$59.3 million in fiscal 1997 from $16.8 million in fiscal 1994, a compound
annual growth rate of 52.2%; and the number of branches increased to 272
branches at the end of fiscal 1997 from 151 branches at the end of fiscal 1994,
a compound annual growth rate of 22.2%.
Hughes Supply was founded as a general partnership in Orlando, Florida in
1928 and was incorporated as a Florida corporation in 1947. The Company's
executive offices are located at 20 North Orange Avenue, Suite 200, Orlando,
Florida 32801, and its telephone number is (407) 841-4755.
5
<PAGE> 6
RISK FACTORS
For a discussion of certain factors that should be considered by
prospective purchasers of the Common Stock offered hereby, see "Risk Factors."
FORWARD-LOOKING STATEMENTS
This Prospectus, including the information incorporated by reference
herein, includes "forward-looking statements" within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act, and is subject to the
safe-harbor created by such sections. When used in this Prospectus, the words
"believe," "anticipate," "estimate," "expect," and similar expressions are
intended to identify forward-looking statements. Although the Company believes
that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to be
correct. The Company's actual results may differ significantly from the results
discussed in such forward-looking statements. Certain factors that might cause
such differences include, but are not limited to, the "Risk Factors" described
herein.
THE OFFERING(1)
<TABLE>
<S> <C>
Common Stock being offered hereby........................... 449,751 shares
Common Stock outstanding (as of July 17, 1997)(2)........... 17,915,866 shares
Common Stock to be outstanding after this offering(3)....... 17,915,866 shares
NYSE symbol................................................. HUG
</TABLE>
- ---------------
(1) Share amounts have been restated to give retroactive effect to the
three-for-two stock split applicable for shareholders of record as of July
10, 1997. Issue date for the additional shares was July 17, 1997.
(2) Includes all shares offered hereby.
(3) Assumes all shares offered hereby have been sold. Because the Selling
Shareholders may sell all, some or none of the respective shares pursuant to
this Prospectus, no actual estimate can be made of the aggregate number of
shares that each Selling Shareholder will own upon completion of the
offering to which this Prospectus relates.
6
<PAGE> 7
SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FISCAL YEARS ENDED THREE MONTHS ENDED
------------------------------------------------------------------- ---------------------
JANUARY 31, JANUARY 26, JANUARY 27, JANUARY 28, JANUARY 29, APRIL 30, APRIL 30,
1997 1996 1995 1994 1993 1997 1996
----------- ----------- ----------- ----------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME
DATA:
Net sales............ $1,516,088 $1,242,446 $994,811 $827,251 $676,465 $421,385 $349,500
Cost of sales........ 1,200,179 989,214 797,123 664,696 547,636 332,224 280,157
---------- ---------- -------- -------- -------- -------- --------
Gross profit......... 315,909 253,232 197,688 162,555 128,829 89,161 69,343
Operating expenses... 256,636 213,946 170,617 145,749 119,340 73,558 59,833
---------- ---------- -------- -------- -------- -------- --------
Operating income..... 59,273 39,286 27,071 16,806 9,489 15,603 9,510
Interest expense..... 13,520 9,380 6,414 6,048 5,774 3,981 2,461
Interest and other
income............. 5,953 4,961 3,203 3,679 4,072 1,234 1,595
---------- ---------- -------- -------- -------- -------- --------
Income before income
taxes.............. 51,706 34,867 23,860 14,437 7,787 12,856 8,644
Income taxes......... 19,178 11,661 7,979 4,710 1,734 5,079 3,121
---------- ---------- -------- -------- -------- -------- --------
Net income........... $ 32,528 $ 23,206 $ 15,881 $ 9,727 $ 6,053 $ 7,777 $ 5,523
========== ========== ======== ======== ======== ======== ========
Earnings per
share:(3)
Primary............ $ 2.05 $ 1.82 $ 1.34 $ 0.95 $ 0.60 $ 0.44 $ 0.42
========== ========== ======== ======== ======== ======== ========
Fully diluted...... $ 2.05 $ 1.80 $ 1.32 $ 0.90 $ 0.60 $ 0.44 $ 0.42
========== ========== ======== ======== ======== ======== ========
Cash dividends per
share(3)........... $ 0.25 $ 0.20 $ 0.15 $ 0.11 $ 0.08 $ 0.07 $ 0.06
========== ========== ======== ======== ======== ======== ========
Pro forma earnings
per share:(1)(3)
Primary............ $ 2.00 $ 1.62 $ 1.21 $ .85 $ .50 N/A $ 0.39
Fully diluted...... $ 2.00 $ 1.61 $ 1.20 $ .81 $ .50 N/A $ 0.39
OPERATING DATA:
Branches at end of
period............. 272 226 182 151 136 297 230
Comparable branch
sales increases
(decreases)(2)..... 8% 11% 14% 18% (1%) 10% 12%
</TABLE>
<TABLE>
<CAPTION>
AS OF AS OF
JANUARY 31, 1997 APRIL 30, 1997
---------------- --------------
<S> <C> <C>
BALANCE SHEET DATA (END OF PERIOD):
Working capital............................................. $330,388 $336,749
Total assets................................................ 649,502 712,591
Long-term debt, less current portion........................ 221,988 230,438
Shareholders' equity........................................ 278,934 287,861
</TABLE>
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(1) Pro forma earnings per share assumes that the earnings of ELASCO, a
Subchapter S corporation acquired by the Company on April 26, 1996, and
Metals, Incorporated and Stainless Tubular Products, Inc., also Subchapter S
corporation acquired by the Company on January 24, 1997, would have been
taxed at the Company's effective rate for each period presented.
(2) Comparable branch sales increases (decreases) are calculated for each period
presented by comparing the net sales results in the period with the net
sales results for the comparable prior year period (for branches that were
open for the entire duration of both periods).
(3) All per share data has been restated to give retroactive effect to the
three-for-two stock split applicable for shareholders of record as of July
10, 1997. Issue date for the additional shares was July 17, 1997.
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<PAGE> 8
RISK FACTORS
In addition to the other information included or incorporated by reference
in this Prospectus, prospective investors should consider carefully the
following information relating to the Company and the Common Stock before making
an investment in the Common Stock offered hereby.
RISKS OF ACQUISITION STRATEGY
A significant portion of the Company's growth strategy is based upon the
acquisition of other building products businesses. During the normal course of
its business, the Company pursues suitable acquisition opportunities in selected
markets. There can be no assurance, however, that the Company will be able to
continue to identify and acquire appropriate businesses or obtain financing for
such acquisitions on satisfactory terms. In addition, no assurance can be given
that the Company will be successful in integrating acquired businesses into its
existing operations, or that such integration will not result in unforeseen
operational difficulties or require a disproportionate amount of management's
attention. Future acquisitions may be financed through the incurrence of
additional indebtedness or through the issuance of Common Stock, Preferred Stock
or the issuance of equity-linked securities, which may be dilutive to the
Company's shareholders. Furthermore, there can be no assurance that competition
for acquisition opportunities in the building products industry will not
escalate, thereby increasing the cost to the Company of making further
acquisitions or causing the Company to refrain from making further acquisitions.
DEPENDENCE ON CONSTRUCTION MARKETS, ESPECIALLY IN FLORIDA
Demand for the Company's products depends to a significant degree on the
commercial, residential and industrial construction markets. The level of
activity in the commercial construction market depends largely on vacancy and
absorption rates, interest rates, regional economic outlooks, the availability
of financing and general economic conditions. The level of activity in the
residential construction market depends on new housing starts and residential
renovation projects, which are a function of many factors, including interest
rates, availability of financing, housing affordability, unemployment,
demographic trends, gross domestic product growth and consumer confidence. The
level of activity in the industrial construction market is linked to the
industrial economic outlook, corporate profitability, interest rates and
capacity utilization. Consequently, the level of activity in the commercial,
residential and industrial construction markets is determined by factors that
are not within the Company's control. Moreover, since such markets are sensitive
to cyclical changes in the economy, future downturns in the economy or lack of
further improvement in the economy could negatively affect the Company's results
of operations, especially in Florida which accounted for approximately 36% of
the Company's net sales in fiscal 1997.
UNCERTAINTY OF SUPPLY AND PRICE OF PRODUCTS
The Company distributes construction materials and supplies manufactured by
over 6,000 manufacturers and suppliers, no one of which accounted for more than
5% of the Company's total purchases during fiscal 1997. Although the Company has
a widely diversified base of suppliers, future supply shortages may occur from
time to time as a result of unanticipated demand or production difficulties. In
such cases, suppliers often allocate products among distributors, which could
have a short-term adverse effect on the Company's results of operations.
Although the Company has entered into strategic partnerships with certain
suppliers, if the Company fails to maintain such strategic partnerships or if
such suppliers cease to offer competitive pricing terms, the Company's results
of operations may be adversely affected.
COMPETITION
The building products industry is highly competitive and fragmented. The
principal competitive factors in the Company's business are availability of
materials and supplies, pricing of products, availability of credit, technical
product knowledge as to application and usage, and advisory and other service
capabilities. The Company competes with other wholesalers, manufacturers who
sell certain lines directly to contractors and other customers of the Company
and, to a limited extent, retailers in the markets for plumbing, electrical
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<PAGE> 9
fixtures and supplies, building materials, pool supplies and contractor's tools.
The Company's competition varies by product line, customer classification and
geographic market. No assurance can be given that the Company will be able to
respond effectively to the competitive pressures created by those entities,
especially since certain of those entities have substantially greater financial
and other resources than those of the Company.
RELIANCE ON EXECUTIVE OFFICERS
The Company is highly dependent upon the skills, experience and efforts of
its executive officers. Loss of the services of one or more of the Company's
executive officers could have a material adverse effect on the Company's
business and development. The Company's continued growth also depends in part on
its ability to attract and retain qualified managers, salespersons and other key
employees, and on its executive officers' ability to manage growth successfully.
No assurance can be given that the Company will be able to attract and retain
such employees or that such executive officers will be able to manage growth
successfully.
LIMITATIONS ON PAYMENT OF DIVIDENDS
The amount of future dividends, as well as the decision to pay any
dividends, in respect of the Common Stock will depend on the Company's results
of operations, capital requirements and financial condition and other factors
that the Board of Directors deems relevant. In addition, certain debt
instruments and agreements to which the Company and its subsidiaries are or may
in the future become parties contain or may contain restrictive covenants and
provisions that limit the amount of dividends payable by the Company.
VOLATILITY OF MARKET PRICE FOR COMMON STOCK
There may be significant volatility in the market price for the Common
Stock. Operating results of the Company or of other companies participating in
the building products industry, changes in general economic conditions and the
financial markets, or other developments affecting the Company or its
competitors could cause the market price for the Common Stock to fluctuate
substantially. See "Dependence on Construction Markets, Especially in Florida"
above.
USE OF PROCEEDS
The Common Stock offered hereby is being offered for the accounts of the
respective Selling Shareholders. The Company will receive no proceeds from the
sale of such shares.
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<PAGE> 10
SELLING SHAREHOLDERS
The following table sets forth certain information regarding the ownership
of the Common Stock by each of the Selling Shareholders. Each of the Selling
Shareholders has sole voting and investment power with respect to such shares.
All per share data in the table and corresponding footnotes has been restated to
give retroactive effect to the three-for-two stock split applicable for
shareholders of record as of July 10, 1997. Issue date for the additional shares
was July 17, 1997.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED AFTER THE
NUMBER OF SHARES NUMBER OF SHARES OFFERING(1)
NAME OF SELLING BENEFICIALLY OWNED AS REGISTERED FOR ----------------
SHAREHOLDER OF JULY 17, 1997 SALE HEREBY(1) NUMBER PERCENT
--------------- --------------------- ---------------- ------ -------
<S> <C> <C> <C> <C>
H. Clayton Arnold as Trustee(2).............. 39,578 381 39,578 *
of the H. Clayton Arnold Revocable Trust
dated September 22, 1993
612 Kingfish Road
North Palm Beach, FL 33408
Kathleen G. Arnold as Trustee(2)............. 26,447 255 26,447 *
of the Kathleen G. Arnold Revocable Trust
dated September 22, 1993
612 Kingfish Road
North Palm Beach, FL 33408
Gregory H. Arnold(2)......................... 43,974 425 43,974 *
114 Cape Point Circle
Jupiter, FL 33477
Gulf Pool Equipment Co.(3)................... 78,689 7,869 78,689 *
10430 Gulfdale
San Antonio, Texas 78216
Patrick L. Brewer(4)......................... 50,151 50,151 0 *
7493 Hidden Lake Circle
Mechanicsville, VA 23111
Michael C. Leadman(4)........................ 12,539 12,539 0 *
1102 Elaine Avenue
Martinsburg, WV 25401
Robert S. Clay(4)............................ 18,813 18,813 0 *
2604 Avenham Avenue
Roanoke, VA 24014
David Burns(4)............................... 18,813 18,813 0 *
1812 Ashbury Drive
Roanoke, VA 24012
William J. Douglas(4)........................ 25,077 25,077 0 *
2401 Nollville Road
Martinsburg, WV 25401
Owen P. Sigmon, Jr.(4)....................... 12,539 12,539 0 *
7155 Creighton Road
Mechanicsville, VA 23111
Earl Gilleland(5)............................ 302,889 302,889 0 *
3437 Winder Highway
Flowery Branch, Georgia 30542
</TABLE>
- ---------------
* Less than 1%.
(1) Assumes all shares offered hereby have been sold. Because the Selling
Shareholders may sell all, some or none of their respective shares pursuant
to this Prospectus, no actual estimate can be made of the aggregate number
of shares that each Selling Shareholder will own upon completion of the
offering to which this Prospectus relates.
(2) On November 5, 1996, the Company, pursuant to the CWI Agreement, acquired
CWI from its shareholders for an aggregate base price of $2,880,000 (the
"Base Price"), subject to adjustment, if
10
<PAGE> 11
necessary, to increase or decrease the Base Price to the Final Adjusted Price
(as defined in the CWI Agreement) to reflect any change in the value of CWI from
the assumed value of $1,569,690. The Base Price was paid by the Company at
closing by delivery of consideration consisting of 102,317 shares of Common
Stock of the Company with an aggregate value, as determined under the CWI
Agreement at $25.33 per share, of $2,592,018. At closing, 11,369 shares of
Common Stock with an aggregate value of $288,002 were delivered in escrow
under the terms of the Escrow Agreement (as defined in the CWI Agreement).
Of those 11,369 shares, 4,748 shares have been returned to the Company
based on a decrease in the Base Price from the assumed value at the date of
the CWI Agreement, and 6,621 shares have been delivered to the CWI
shareholders. The CWI shares covered by this Prospectus were issued to the
CWI shareholders as an additional adjustment to the Base Price. Messrs.
Clayton Arnold (as trustee), Gregory Arnold and Ms. Kathleen Arnold (as
trustee) were each shareholders of CWI prior to its acquisition by the
Company. See Note (6) below.
(3) On February 10, 1997, the Company, pursuant to the Gulf Pool Agreement,
purchased all of the assets, properties and business of Gulf Pool for an
aggregate base price of $2,000,000 (the "Base Price"), subject to
adjustment, if necessary, to decrease the Base Price to the Adjusted
Purchase Price (as defined in the Gulf Pool Agreement) to reflect any change
in the net asset value of Gulf Pool from the assumed value at the date of
the Gulf Pool Agreement to the value determined under the Gulf Pool
Agreement on the closing date. The Base Price was delivered at closing by
delivery of consideration consisting of 78,689 shares of Common Stock of the
Company with an aggregate value, as determined under the Gulf Pool Agreement
at $25.42 per share, of $2,000,000. At closing 7,869 shares of Common Stock
with an aggregate value of $200,000 were delivered in escrow under the terms
of the Escrow Agreement (as defined in the Gulf Pool Agreement). It is
anticipated that the Gulf Pool Shares covered by this Prospectus will be
released from escrow in the near future and delivered to the Gulf Pool
Shareholders as an adjustment to the Base Price. Mr. Tottenham is the sole
shareholder of GPH. See Note (6) below.
(4) On May 5, 1997, the Company, pursuant to the Dominion Agreement, acquired
Dominion from its shareholders for an aggregate base price of $3,000,000
(the "Base Price"), subject to adjustment, if necessary to increase or
decrease the Base Price to the Final Adjusted Price (as defined in the
Dominion Agreement) to reflect any change in the value of Dominion from the
assumed value of $1,080,666. The Base Price was delivered at closing by
delivery of consideration consisting of 137,931 shares of Common Stock of
the Company with an aggregate value, as determined under the Dominion
Agreement at $21.75 per share (the "Dominion Share Price"), of $3,000,000.
At closing, 13,793 shares of Common Stock with an aggregate value of
$299,987 were delivered in escrow under the terms of the Escrow Agreement
(as defined in the Dominion Agreement) as security in the event the Final
Adjusted Price is determined to be less than or more than the Base Price. In
the event that the Final Adjusted Price is determined to be less than or
more than the Base Price, the amount of such difference will be returned to
the Company or paid by the Company, as the case may be, in shares of Common
Stock of the Company at the Dominion Share Price. Messrs. Brewer, Leadman,
Clay, Burns, Douglas and Sigmon were each shareholders of Dominion prior to
its acquisition by the Company. See Note (6) below.
(5) On June 25, 1997, the Company, pursuant to the Gilleland Agreement, acquired
Gilleland from its shareholder for the aggregate base price of $7,370,293
(the "Base Price"), subject to adjustment, if necessary, to increase or
decrease the price from the Base Price to the Final Adjusted Price (as
defined in the Gilleland Agreement) to reflect any change in the value of
Gilleland from the assumed value of $2,905,000. The Base Price was paid by
the Company at closing by delivery of consideration consisting of 273,492
shares of Common Stock of the Company with an aggregate value, as determined
under the Gilleland Agreement at $24.33 per share (the "Gilleland Share
Price"), of $6,654,972. At closing, 29,397 shares of Common Stock of the
Company with an aggregate value of $715,327 were delivered in escrow under
the terms of the Escrow Agreement (as defined in the Gilleland Agreement) as
security in the event that the Base Price is determined to be less than or
more than the Final Adjusted Price. In the event that the Base Price is
determined to be less than or more than the Base Price, the amount of such
difference will be returned to the Company or paid by the Company, as the
case may be, in shares of Common Stock of the Company at the Gilleland Share
Price. Mr. Gilleland was the sole shareholder of Gilleland prior to its
acquisition by the Company. See Note (6) below.
(6) The registration under the Securities Act of the shares offered hereby to
permit resale of the shares by the respective Selling Shareholders after the
closing of the acquisition or share exchange, as applicable, was, in each
case, a condition of the acquisition or share exchange under the applicable
agreement.
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<PAGE> 12
PLAN OF DISTRIBUTION
The Shares offered hereby are being offered by the respective Selling
Shareholders. The Company will receive no proceeds from the sale of any of the
Shares by the Selling Shareholders. The sale of the Shares may be effected by
the Selling Shareholders from time to time in transactions in the
over-the-counter market, on the NYSE or on other exchanges on which the Shares
may be listed, in negotiated transactions, or a combination of such methods of
sale, at fixed prices which may be changed, at market prices prevailing at the
time of sale, at prices related to prevailing market prices or at negotiated
prices. Such shares may be sold by one or more of the following: (a) a block
trade in which the broker or dealer so engaged will attempt to sell the shares
as agent but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as principal and
resale by such broker or dealer for its account pursuant to this Prospectus; (c)
an exchange distribution in accordance with the rules of such exchange; and (d)
ordinary brokerage transactions, transactions directly with a market maker, and
transactions in which the broker solicits purchasers. In effecting sales,
brokers or dealers engaged by a Selling Shareholder may arrange for other
brokers or dealers to participate. In addition, and without limiting the
foregoing, the Selling Shareholders may effect such transactions by selling the
Shares to or through underwriters or broker-dealers, and such underwriters or
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Shareholders and/or the purchasers of the Shares
for whom such underwriters or broker-dealers may act as agents or to whom they
sell as principals, or both (which compensation as to a particular underwriter
or broker-dealer might be in excess of customary commissions).
In connection with distribution of the Shares of Common Stock or otherwise,
the Selling Shareholders may enter into hedging transactions with
broker-dealers. In connection with such transactions, broker-dealers may engage
in short sales of the Shares registered hereunder in the course of hedging the
positions they assume with Selling Shareholders. The Selling Shareholders may
also sell Shares short and redeliver the Shares of Common Stock to close out
such short positions. The Selling Shareholders may also enter into option or
other transactions with broker-dealers which require the delivery to the
broker-dealer of the Shares of Common Stock registered hereunder, which the
broker-dealer may resell or otherwise transfer pursuant to this Prospectus. The
Selling Shareholders may also loan or pledge the Shares registered hereunder to
a broker-dealer and the broker-dealer may sell the shares so loaned or upon a
default the broker-dealer may effect sales of the pledged Shares pursuant to
this Prospectus.
To the extent required, the number of Shares to be sold, the purchase
price, the name of any such agent, dealer or underwriter and any applicable
commissions with respect to a particular offer will be set forth in an
accompanying Prospectus Supplement. The aggregate proceeds to the Selling
Shareholders from the sale of the Shares sold by the Selling Shareholders hereby
will be the purchase price of such Shares less any broker's commissions or
underwriters' discounts. In addition, any securities covered by this Prospectus
which qualify for sale under Rule 144 under the Securities Act ("Rule 144") may
be sold under Rule 144 rather than pursuant to this Prospectus.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
Any broker-dealers, agents or underwriters that participate with the
Selling Shareholders in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act, in which event any
commissions received by such broker-dealers, agents, or underwriters and any
profit on their sale of the Shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the Shares may not simultaneously engage in
market making activities with respect to the Common Stock of the Company for a
period of two business days prior to the commencement of such distribution. In
addition and without limiting the foregoing, each Selling Shareholder will be
subject to applicable provisions of the
12
<PAGE> 13
Exchange Act and the rules and regulations thereunder, which provisions may
limit the timing of purchases and sales of shares of the Company's Common Stock
by the Selling Shareholders.
The Company agreed to register the Shares under the Securities Act and to
indemnify certain Selling Shareholders against certain liabilities under the
Securities Act that could arise in connection with the sale by such Selling
Shareholders of the Shares. The Company has agreed to pay certain fees and
expenses incident to the registration of the Shares. The Company has agreed to
use its best effort to maintain the effectiveness of the Registration Statement
of which this Prospectus constitutes a part for a period of two years from the
respective dates on which the transactions with each Selling Shareholder were
consummated.
LEGAL MATTERS
Certain legal matters with respect to the legality of the issuance of the
Shares offered hereby will be passed upon for the Company by its General
Counsel, Benjamin P. Butterfield, Esq.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Company's Annual Report on Form 10-K for the year ended January 31, 1997,
have been so incorporated in reliance on the report of Price Waterhouse LLP,
independent certified public accountants, given on the authority of said firm as
experts in auditing and accounting.
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No person has been authorized to give any information or make any
representations in connection with this offering other than those contained in
this Prospectus and, if given or made, such other information and
representations must not be relied upon as having been authorized by the Company
or the Selling Shareholders. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of the Company subsequent to its date.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered securities to which it
relates. This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, such securities in any circumstances in which such offer or
solicitation is unlawful.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Available Information................. 2
Incorporation of Certain Documents By
Reference........................... 3
Prospectus Summary.................... 4
Risk Factors.......................... 8
Use of Proceeds....................... 9
Selling Shareholders.................. 10
Plan of Distribution.................. 12
Legal Matters......................... 13
Experts............................... 13
</TABLE>
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449,751 SHARES
HUGHES SUPPLY, INC.
COMMON STOCK
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PROSPECTUS
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DATED JULY 21, 1997
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