HUGHES SUPPLY INC
8-K, 1998-05-22
ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES
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                                    FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                                 CURRENT REPORT





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):           MAY 20, 1998
                                                 -------------------------------

                               HUGHES SUPPLY, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          FLORIDA                001-08772                         59-0559446
- --------------------------------------------------------------------------------
(State or other jurisdiction   (Commission                      (IRS Employer
      of incorporation)         File Number)                 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
                                                  ------------------------------

                                 NOT APPLICABLE
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)



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ITEM 5.  OTHER EVENTS

         On May 20, 1998, the Board of Directors of Hughes Supply, Inc. (the
"Company") declared a dividend distribution of one right (a "Right") for each
outstanding share of Common Stock, par value $1.00 per share (the "Common
Shares"), of the Company. The distribution is payable on June 2, 1998 (the
"Record Date") to the shareholders of record as of the close of business on the
Record Date. Each Right entitles the registered holder to purchase from the
Company one one-thousandth of a share of Series A Junior Participating Preferred
Stock, no par value (the "Preferred Shares"), of the Company at a price of $200
per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement, dated as of May 20, 1998 (the "Rights Agreement"), between the
Company and American Stock Transfer & Trust Company, as Rights Agent (the
"Rights Agent").

         Until the earliest to occur of (i) the close of business on the tenth
business day (or such later date as may be specified by the Board of Directors)
following a public announcement that a person or group of affiliated or
associated persons has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding Common Shares (an "Acquiring
Person"), (ii) the close of business on the tenth business day (or such later
date as may be specified by the Board of Directors) following the commencement
of a tender offer or exchange offer by a person or group of affiliated or
associated persons, the consummation of which would result in beneficial
ownership by such person or group of 15% or more of the outstanding Common
Shares, or (iii) the close of business on the tenth business day following the
first date of public announcement of the first occurrence of a Flip-in Event or
a Flip-over Event (as such terms are hereinafter defined) (the earliest of such
dates being hereinafter called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Share certificates outstanding as
of the Record Date, by such Common Share certificates.

         The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date upon transfer or new
issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares in respect of which Rights have been issued will also constitute
the transfer of the Rights associated with the Common Shares represented by such
certificates. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (the "Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.

         No Right is exercisable at any time prior to the Distribution Date. The
Rights will expire on June 2, 2008 (the "Final Expiration Date") unless earlier
redeemed or exchanged by the Company as described below. Until a Right is
exercised, the holder thereof, as such, will have no rights as a stockholder of
the Company, including without limitation the right to vote or to receive
dividends.


<PAGE>   3

         The Purchase Price payable, and the number of Preferred Shares or other
securities issuable, upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred Shares, (ii) upon
the grant to holders of the Preferred Shares of certain rights or warrants to
subscribe for or purchase Preferred Shares at a price, or securities convertible
into Preferred Shares with a conversion price, less than the then current market
price of the Preferred Shares, or (iii) upon the distribution to holders of the
Preferred Shares of evidences of indebtedness or cash (excluding regular
periodic cash dividends), assets, stock (excluding dividends payable in
Preferred Shares) or of subscription rights or warrants (other than those
referred to above).

         The number of outstanding Rights and the number of one one-thousandths
of a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock dividend on the Common Shares payable in
Common Shares or subdivision, combination or reclassification of the Common
Shares occurring, in any such case, prior to the Distribution Date.

         Preferred Shares issuable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment equal to the greater of (i) $1.00 per share and (ii)
an amount equal to 1,000 times the aggregate dividends declared per Common Share
during the related quarter. In the event of liquidation, the holders of the
Preferred Shares will be entitled to a preferential liquidation payment equal to
the greater of (a) $1,000 per share and (b) an amount equal to 1,000 times the
liquidation payment made per Common Share. Each Preferred Share will have 1,000
votes, voting together with the Common Shares. Finally, in the event of any
merger, consolidation or other transaction in which Common Shares are exchanged,
each Preferred Share will be entitled to receive 1,000 times the amount received
per Common Share. These rights are protected by customary antidilution
provisions.

         Because of the nature of the Preferred Shares' dividend, voting and
liquidation rights, the value of the one one-thousandth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.

         In the event (a "Flip-in Event") that (i) any person or group of
affiliated or associated persons becomes the beneficial owner of 20% or more of
the outstanding Common Shares, (ii) any Acquiring Person merges into or combines
with the Company and the Company is the surviving corporation or any Acquiring
Person effects certain other transactions with the Company, as described in the
Rights Agreement, or (iii) during such time as there is an Acquiring Person,
there shall be any reclassification of securities or recapitalization or
reorganization of the Company which has the effect of increasing by more than 1%
the proportionate share of the outstanding shares of any class of equity
securities of the Company or any of its subsidiaries beneficially owned by the
Acquiring Person, proper provision shall be made so that each holder of a Right,
other than Rights that are or were owned beneficially by the Acquiring Person
(which, from and after the later of the Distribution Date and the date of the
earliest of any such events, will be void), will thereafter have the right to
receive, upon exercise thereof at the then current exercise price of the Right,
that number of Common Shares (or, under certain circumstances, an economically
equivalent security or securities of the Company) having a market value of two
times the exercise price of the Right.

         To illustrate the operation of such an adjustment, at a Purchase Price
of $200, assuming the current market price (as determined pursuant to the
provisions of the Rights Agreement) per 


<PAGE>   4

Common Share were $40, each Right not owned beneficially by an Acquiring Person
at or after the time of such an occurrence would entitle its holder to purchase
(after the Distribution Date) from the Company 10 Common Shares (having a market
value of $400) for $200.

         In the event (a "Flip-over Event") that, following the first date of
public announcement that a person has become an Acquiring Person, (i) the
Company merges with or into any person and the Company is not the surviving
corporation, (ii) any person merges with or into the Company and the Company is
the surviving corporation, but its Common Shares are changed or exchanged, or
(iii) 50% or more of the Company's assets or earning power, including without
limitation securities creating obligations of the Company, are sold, proper
provision shall be made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current exercise price
of the Right, that number of shares of common stock (or, under certain
circumstances, an economically equivalent security or securities) of such other
person which at the time of such transaction would have a market value of two
times the exercise price of the Right.

         At any time after the later of the Distribution Date and the first
occurrence of a Flip-in Event or a Flip-over Event and prior to the acquisition
by any person or group of affiliated or associated persons of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than any Rights which have become void), in whole or in part,
at an exchange ratio of one Common Share per Right (subject to adjustment).

         With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment in the Purchase
Price of at least 1%. The Company is not required to issue fractional Preferred
Shares (other than fractions which are integral multiples of one one-thousandth
of a Preferred Share, which may, at the option of the Company, be evidenced by
depositary receipts) or fractional Common Shares or other securities issuable
upon the exercise of Rights. In lieu of issuing such securities, the Company may
make a cash payment, as provided in the Rights Agreement.

         The Company may redeem the Rights in whole, but not in part, at a price
of $0.01 per Right (the "Redemption Price"), at any time prior to the close of
business on the later of (i) the Distribution Date and (ii) the first date of
public announcement that a person has become an Acquiring Person. Immediately
upon any redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to receive the
Redemption Price.

         The Rights Agreement may be amended by the Company without the approval
of any holders of Right Certificates, including amendments which add other
events requiring adjustment to the purchase price payable and the number of
Preferred Shares or other securities issuable upon the exercise of the Rights or
which modify procedures relating to the redemption of the Rights, provided that
no amendment may be made which decreases the stated Redemption Price or the
period of time remaining until the Final Expiration Date or which modifies a
time period relating to when the Rights may be redeemed at such time as the
Rights are not then redeemable.

         The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. The Rights should
not interfere with any merger or other business combination approved by the


<PAGE>   5

Board of Directors since (subject to the limitations described above) the Rights
may be redeemed by the Company at the Redemption Price prior to the time that a
the Rights would otherwise become exercisable, or if later, the time that a
person or group has become an Acquiring Person.

         The Rights Agreement (which includes the form of Articles of Amendment
setting forth the terms of the Preferred Shares and the form of Right
Certificate as exhibits thereto) is filed as an exhibit to the Company's
Registration Statement on Form 8-A dated May 21, 1998 and incorporated by
reference herein.


<PAGE>   6

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

     (c) Exhibits.

         4.1. Rights Agreement dated as of May 20, 1998 (incorporated by
              reference to Exhibit 99.2 to the Company's Registration Statement
              on Form 8-A dated May 22, 1998).

         4.2  Form of Rights Certificate (incorporated by reference to Exhibit A
              to Exhibit 99.2 to the Company's Registration Statement on Form
              8-A dated May 22, 1998).

         4.3  Form of Articles of Amendment of Series A Junior Participating
              Preferred Stock of Hughes Supply, Inc. (incorporated by reference
              to Exhibit B to Exhibit 99.2 to the Company's Registration
              Statement on Form 8-A dated May 22, 1998).

         4.4  Summary of Rights to Purchase Preferred Shares (incorporated by
              reference to Exhibit C to Exhibit 99.2 to the Company's
              Registration Statement on Form 8-A dated May 22, 1998).


<PAGE>   7


                                    SIGNATURE


    Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this Report to be signed on its behalf by the 
undersigned hereunto duly authorized.


Date:  May 22, 1998                             HUGHES SUPPLY, INC.



                                        By: /s/ Benjamin P. Butterfield
                                            --------------------------------
                                            Name: Benjamin P. Butterfield
                                            Title: General Counsel and Secretary


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                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
NO.    DESCRIPTION
- ---    -----------
<S>    <C>
4.1.   Rights Agreement dated as of May 20, 1998 (incorporated by reference to
       Exhibit 99.2 to the Company's Registration Statement on Form 8-A dated
       May 22, 1998).

4.2    Form of Rights Certificate (incorporated by reference to Exhibit A to
       Exhibit 99.2 to the Company's Registration Statement on Form 8-A dated
       May 22, 1998).

4.3    Form of Articles of Amendment of Series A Junior Participating Preferred
       Stock of Hughes Supply, Inc. (incorporated by reference to Exhibit B to
       Exhibit 99.2 to the Company's Registration Statement on Form 8-A dated
       May 22, 1998).

4.4    Summary of Rights to Purchase Preferred Shares (incorporated by reference
       to Exhibit C to Exhibit 99.2 to the Company's Registration Statement on
       Form 8-A dated May 22, 1998).
</TABLE>


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