<PAGE> 1
PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(3)
To Prospectus Dated May 4, 1998 Registration No. 333-51377
4,196,999 Shares
HUGHES SUPPLY, INC.
Common Stock
This Prospectus Supplement (this "Supplement") covers the resale by
the listed parties designated under the notation (i) "Selling Shareholders
added by this Supplement" on pages 7 and 8 hereof (each, an "Additional Selling
Shareholder") and (ii) "Previously listed Selling Shareholders" on pages 2
through 6 hereof (collectively with the Additional Selling Shareholders,
the "Selling Shareholders"), of up to the aggregate number of shares (the
"Shares") of Common Stock, par value $1 per share, of Hughes Supply, Inc.,
a Florida corporation, (the "Company") set forth opposite each Selling
Shareholder's name. The Shares held by the Additional Selling Shareholders
were issued in connection with the acquisition of Chad Supply, Inc.
("Chad") by the Company pursuant to that certain Acquisition Agreement by
and among the Company, Chad and Chad's shareholders, subsequently
registered for resale from time to time by such shareholders pursuant to
Registration No. 333-51377 (the "Registration Statement") and thereafter
gifted by a Selling Shareholder to the Additional Selling Shareholders.
This Supplement should be read in conjunction with the prospectus, dated
May 4, 1998 (the "Prospectus"), to be delivered with this Supplement. All
capitalized terms used but not defined in this Supplement shall have the
meanings given to them in the Prospectus.
Based on information provided to the Company, the total number of
Shares held by the Additional Selling Shareholders included in this
Supplement is 11,900 Shares, all of which Shares the Additional Selling
Shareholders intend to sell pursuant to this Supplement.
Other information concerning the Selling Shareholders or Additional
Selling Shareholders may be set forth from time to time in additional
prospectus supplements.
The Company's Common Stock is traded on the New York Stock Exchange
("NYSE"). On September 29, 1998, the Company had 24,068,866 shares of
issued and outstanding Common Stock, and on September 29, 1998, the last
reported sale price of the Common Stock on the NYSE was $28.563 per share.
Selling Shareholders may offer Shares from time to time to purchasers
directly or through underwriters, dealers or agents. Such Shares may be
sold at market prices prevailing at the time of sale or at negotiated
prices. Each Selling Shareholder will be responsible for payment of any
and all commissions to brokers, which will be negotiated on an individual
basis.
The Company will not receive any of the proceeds from the sale of any
of the Shares by the Selling Shareholders. Expenses for preparing and
filing the Registration
<PAGE> 2
Statement, the Prospectus, this Supplement and all other prospectus
supplements are borne by the Company.
The information in the table appearing under the heading "Selling
Shareholders" in the Prospectus is superseded by the information appearing
in the table below:
(Previously listed Selling Shareholders)
<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 April 28, 1998 Sale Hereby (1) Number Percent
----------- --------------------- ---------------- ------- -------
<S> <C> <C> <C> <C>
Earl Gilleland (2) 213,852 8,332 205,520 *
3437 Winder Highway
Flowery Branch, Georgia 30542
Ronnie J. Shrader (3) 302,838 27,200 275,638 1.2%
581 Oakridge
Austin, Arkansas 72007
Offenhauser Company (4) 34,920 1,841 33,079 *
P.O. Box 230068
Houston, Texas 77223
Charles P. and/or Sandra K. Berger (4) 31,819 1,677 30,142 *
8006 Rebawood
Humble, Texas 77346
Charles F. Offenhauser (4) 26,941 1,420 25,521 *
P.O. Box 1371
Port Aransas, Texas 78373
Timothy S. Kostom (4) 18,121 955 17,166 *
1507 West T.C. Jester
Houston, Texas 77008
Paula C. Offenhauser (4) 2,581 923 1,658 *
1239 Turnbury Oak
Houston, Texas 77055
George Offenhauser (4) 11,610 612 10,998 *
1002 Briarcreek Drive
Friendswood, Texas 77546
Victoria O. Bates (4) 1,597 571 1,026 *
6914 Afton Woods Drive
Houston, Texas 77055
Rosa Lee Kostom (4) 8,919 470 8,449 *
1507 West T.C. Jester
Houston, Texas 77008
Mae Ola Grebe (4) 7,004 369 6,635 *
P.O. Box 2004
Brenham, Texas 77833
<PAGE> 3
<CAPTION>
Shares Beneficially
Owned After the
Number of Shares Number of Shares Offering(1)
Name of Selling Beneficially Owned as Registered for -------------------
Shareholder of April 28, 1998 Sale Hereby (1) Number Percent
----------- --------------------- ---------------- ------- -------
<S> <C> <C> <C> <C>
Rosalie H. Offenhauser (4) 6,677 352 6,325 *
1002 Briar Creek Drive
Friendswood, Texas 77546
M.F. Offenhauser (4) 6,411 338 6,073 *
c/o Offenhauser Company
P.O. Box 230068
Houston, Texas 77223
C.F. Offenhauser and Shirley Offenhauser (4) 6,345 334 6,011 *
P.O. Box 1371
Port Aransas, Texas 78373
Oscar Lee Towns and/or Shirley A. Towns (4) 6,334 334 6,000 *
1016 Richelieu
Houston, Texas 77018
Naomi Kostom (4) 6,312 333 5,979 *
2319 West T.C. Jester
Houston, Texas 77008
Teddy M. and/or Letha Dwigans (4) 5,806 306 5,500 *
1011 Candlelight
Houston, Texas 77018
Mary Lizabeth Offenhauser (4) 624 291 333 *
23126 South Warmstone Way
Katy, Texas 77494
Shirley M. Offenhauser (4) 5,177 273 4,904 *
P.O. Box 1371
Port Aransas, Texas 78373
Deborah O. Tullos - DLO Trust (4) 624 223 401 *
1975 West Geronimo Trail
Cleveland, Texas 77327
Charles F. Offenhauser, Jr. - DLO Trust (4) 468 167 301 *
c/o Paula C. Offenhauser Daisey Lee
Offenhauser Testamentary Trust F/B/O
Charles F. Offenhauser
1239 Turnbury Oak
Houston, Texas 77055
John M. Offenhauser, Jr. - DLO Trust (4) 422 151 271 *
c/o Paula C. Offenhauser Daisey Lee
Offenhauser Testamentary Trust F/B/O
John M. Offenhauser
1239 Turnbury Oak
Houston, Texas 77055
Shirley H. Chauvin (Bergeron) (4) 2,702 142 2,560 *
9183 False River Road
New Roads, Louisiana 70760
<PAGE> 4
<CAPTION>
Shares Beneficially
Owned After the
Number of Shares Number of Shares Offering(1)
Name of Selling Beneficially Owned as Registered for -------------------
Shareholder of April 28, 1998 Sale Hereby (1) Number Percent
----------- --------------------- ---------------- ------- -------
<S> <C> <C> <C> <C>
Dorothy Halpen Kolb (4) 2,702 142 2,560 *
7420 Rienzi
Baton Rouge, Louisiana 70809
Walter Miller (4) 2,215 117 2,098 *
4312 South 31st Street, #32
Temple, Texas 76502
Eula S. Miller (4) 2,015 106 1,909 *
4312 South 31st Street, #32
Temple, Texas 76502
Iletha Overstreet (4) 1,749 1,749 0 *
4035 West Main
Houston, Texas 77027
Ronald L. Whitney (5) 92,813 6,586 86,227 *
1403 Stonehenge Road
Charleston, W. Virginia 25314
John F. Bedick (5) 79,813 6,586 73,227 *
#4 Walking Horse Lane
Scott Depot, W. Virginia 25560
Robert Steven Clay (5) 72,635 4,391 68,244 *
2604 Avenham Avenue
Roanoke, Virginia 24014
David Dove Burns, Jr. (5) 66,904 4,391 62,513 *
1812 Ashbury Drive
Roanoke, Virginia 24012
Kevin Smith and Dana Smith (6) 880,707 880,707 0 *
6708 East San Juan Avenue
Paradise Valley, Arizona 85253
The Kevin and Dana Smith Children's Trust (6) 51,258 51,258 0 *
6708 East San Juan Avenue
Paradise Valley, Arizona 85253
Anthony W. Bell (7) 45,697 12,149 33,548 *
8929 Blair Road
Charlotte, North Carolina 28227
Leo R. Butter (8) 248,561 248,561 0 *
1801 Centenary
Longview, Texas 75601
Zane R. Butter (8) 248,561 248,561 0 *
5871 Elderwood
Dallas, Texas 75230
Stephen R. Butter, Jr. (8) 248,561 248,561 0 *
234 Corona Avenue
San Antonio, Texas 78208
<PAGE> 5
<CAPTION>
Shares Beneficially
Owned After the
Number of Shares Number of Shares Offering(1)
Name of Selling Beneficially Owned as Registered for -------------------
Shareholder of April 28, 1998 Sale Hereby (1) Number Percent
----------- --------------------- ---------------- ------- -------
<S> <C> <C> <C> <C>
John C. Vogt (8) 311,832 311,832 0 *
Box 542015
Dallas, Texas 75354
Paul Ponder (8) 8,306 8,306 0 *
5932 Amcliffe
Houston, Texas 77088
Lara C. Vogt, Trust (8) 77,805 77,805 0 *
Trust #75-6508-089
Box 542015
Dallas, Texas 75354
Lisa K. Vogt, Trust (8) 77,805 77,805 0 *
Trust #75-8503-090
Box 542015
Dallas, Texas 75354
Hans E. Roeschel (9) 89,855 89,855 0 *
1003 Stoney Hill Drive
Houston, Texas 77077
David Mark Chadwell (10) 11,324 11,324 0 *
2821 Timber Knoll Dr.
Valrico, Florida 33594
Deborah L. Price (10) 11,267 11,267 0 *
1013 Mallow Way
Brandon, Florida 33510
Dana M. Crockett (10) 11,312 11,312 0 *
906 Delaney Circle #101
Brandon, Florida 33511
Steven M. Chadwell (10) 11,197 11,197 0 *
9116 Kenton Rd.
Wesley Chapel, Florida 33544
Pamela R. McDaniel (10) 11,000 11,000 0 *
1127 Belladonna Drive
Brandon, Florida 33510
Robert J. Chadwell (10) 11,213 11,213 0 *
1502 Gulf Stream Circle #203
Brandon, Florida 33511
Melanie Norris (10) 6,225 6,225 0 *
719 Millifold Place
Brandon, Florida 33510
Larry E. Chadwell, Jr. (10) 6,331 6,331 0 *
2425 Valrico Forrest Drive
Valrico, Florida 33594
<PAGE> 6
<CAPTION>
Shares Beneficially
Owned After the
Number of Shares Number of Shares Offering(1)
Name of Selling Beneficially Owned as Registered for -------------------
Shareholder of April 28, 1998 Sale Hereby (1) Number Percent
----------- --------------------- ---------------- ------- -------
<S> <C> <C> <C> <C>
Juanita E. Chadwell (10) 6,326 6,326 0 *
2425 Valrico Forrest Drive
Valrico, Florida 33594
Roxie E. Chadwell (10) 6,137 6,137 0 *
2425 Valrico Forrest Drive
Valrico, Florida 33594
Laura E. Chadwell (10) 6,197 6,197 0 *
2425 Valrico Forrest Drive
Valrico, Florida 33594
David R. Chadwell (10) 464,237 464,237 0 *
2821 Timber Knoll Drive
Valrico, Florida 33594
James M. Chadwell (10) 462,926 462,926 0 *
9116 Kenton Road
Wesley Chapel, Florida 33594
Larry E. Chadwell (10) 370,938 370,938 0 *
2425 Valrico Forrest Drive
Valrico, Florida 33594
Craig Rosenstein (11) 272,678 272,678 0 *
115 Honey Bee Lane
San Antonio, Texas 78231
James C. Plyler, As Trustee (12) 75,483 75,483 0 *
under Trust between James C. Plyler,
"Settlor" and James C. Plyler, Trustee,
dated March 29, 1993
c/o James C. Plyler
2614 Rolling Hills Drive
Monroe, North Carolina 28110
James C. Plyler, Jr. (12) 55,967 37,742 18,225 *
102 Dogwood Circle
Monroe, North Carolina 28110
Anne Plyler Lee (12) 37,742 37,742 0 *
104 Dogwood Circle
Monroe, North Carolina 28207
William Weaver Plyler (12) 37,742 37,742 0 *
1604 Biltmore Drive
Charlotte, North Carolina 28207
(Selling Shareholders added by this Supplement)
<PAGE> 7
<CAPTION>
Shares Beneficially
Owned After the
Number of Shares Number of Shares Offering(1)
Name of Selling Beneficially Owned as Registered for -------------------
Shareholder of September 16, 1998 Sale Hereby (1) Number Percent
----------- --------------------- ---------------- ------- -------
<S> <C> <C> <C> <C>
Miriam E. Chadwell (14) 700 700 0 *
2821 Timber Knoll Drive
Valrico, Florida 33594
James M. Chadwell (14) 700 700 0 *
9116 Kenton Road
Wesley Chapel, Florida 33544
David R. Chadwell (14) 700 700 0 *
2821 Timber Knoll Drive
Valrico, Florida 33594
David M. Chadwell (14) 700 700 0 *
2821 Timber Knoll Drive
Valrico, Florida 33594
Lena R. Chadwell (14) 700 700 0 *
9116 Kenton Road
Wesley Chapel, Florida 33544
Roy F. Price (14) 700 700 0 *
1013 Mallow Way
Brandon, Florida 33510
Ryan C. Price (14) 700 700 0 *
1013 Mallow Way
Brandon, Florida 33510
Wesley T. Price (14) 700 700 0 *
1013 Mallow Way
Brandon, Florida 33510
Robert Chadwell (14) 700 700 0 *
1502 Gulf Stream Circle, #203
Brandon, Florida 33511
Pamela R. McDaniel (14) 700 700 0 *
1127 Belladona Drive
Brandon, Florida 33510
Deborah Price (14) 700 700 0 *
1013 Mallow Way
Brandon, Florida 33510
Robert J. Chadwell CSDN FBO 700 700 0 *
Ethan R. Chadwell UTMA/FL (14)
1502 Gulf Stream Circle, #203
Brandon, Florida 33511
Roger A. Crockett (14) 700 700 0 *
906 Delaney Circle, #101
Brandon, Florida 33511
Jennifer M. Chadwell (14) 700 700 0 *
1502 Gulf Stream Circle, #203
Brandon, Florida 33511
Steven M. Chadwell (14) 700 700 0 *
9116 Kenton Road
Wesley Chapel, Florida 33544
<PAGE> 8
<CAPTION>
Shares Beneficially
Owned After the
Number of Shares Number of Shares Offering(1)
Name of Selling Beneficially Owned as Registered for -------------------
Shareholder of September 16, 1998 Sale Hereby (1) Number Percent
----------- --------------------- ---------------- ------- -------
<S> <C> <C> <C> <C>
Todd V. McDaniel 700 700 0 *
1127 Belladona Drive
Brandon, Florida 33510
Dana M. Crockett 700 700 0 *
906 Delaney Circle, #101
Brandon, Florida 33511
- ---------------------------------
* 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 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 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 at the date of the Gilleland
Agreement. 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 were delivered in escrow under the terms of the Escrow
Agreement (as defined in the Gilleland Agreement). Of those 29,397
shares, all such shares have been delivered to Mr. Gilleland. Mr.
Gilleland was the sole shareholder of Gilleland prior to its
acquisition by the Company. See Note (13) below.
(3) On July 25, 1997, the Company, pursuant to the Shrader Agreement,
exchanged 356,264 shares of Common Stock of the Company for all of the
outstanding shares of Shrader and certain real estate leased to Shrader
from its shareholders, subject to adjustment, if necessary, to reflect
any change in the net asset value of Shrader from the assumed value at
the date of the Shrader Agreement to the value determined under the
Shrader Agreement at the closing date. At closing, 34,455 shares of
Common Stock were delivered in escrow under the terms of the Escrow
Agreement (as defined in the Shrader Agreement). Of those 34,455
shares, 7,255 have been returned to the Company based on a decrease in
the net asset value of Shrader from the assumed value at the date of
the Shrader Agreement, and 27,200 shares have been delivered to Ronnie
Shrader. Mr. Shrader was a shareholder of Shrader prior to its
acquisition by the Company. See Note (13) below.
(4) On October 2, 1997, the Company, pursuant to the Allied Agreement,
acquired Allied from its shareholders for the aggregate base price of
$6,250,000 (the "Base Price"), subject to adjustment, if necessary, to
increase or decrease the Base Price to the Final Adjusted Price (as
defined in the Allied Agreement) to reflect any change in the value of
Allied from the assumed value at the date of the Allied Agreement.
Pursuant to the Allied Agreement, each Allied shareholder received, in
exchange for his or her Allied common stock, his or her Ratable
Interest (as defined in the Allied Agreement) in the Base Price in the
form of either cash or shares of the Company's Common Stock. Each
Allied shareholder holding three hundred (300) or more shares of Allied
common stock was entitled to
<PAGE> 9
exchange his or her shares of Allied common stock for the
right to receive Common Stock of the Company at $26.04 per
share (the "Allied Share Price"). Each Allied shareholder
holding fewer than three hundred (300) shares of Allied common stock,
exchanged his or her shares of Allied common stock for the right to
receive $136.56 in cash for each share of Allied common stock. The
Base Price was paid by the Company at closing by delivery of
consideration consisting of 225,368 shares of Common Stock of the
Company, with an aggregate value, as determined under the Allied
Agreement at the Allied Share Price, of $5,868,583, and $381,962 in
cash. At closing, 22,538 shares of Common Stock of the Company and
$38,200 in cash were delivered in escrow under the terms of the Escrow
Agreement (as defined in the Allied Agreement). The Allied Shares
covered by this Prospectus include 12,539 shares that were issued to
the Allied shareholders based on an increase in the value of Allied
from the assumed value, 1,657 shares that were previously issued
incorrectly in the name of Wayne Overstreet, together with $21,223 in
additional cash consideration. Charles P. Berger, Sandra K. Berger,
Charles F. Offenhauser, Timothy S. Kostom, George Offenhauser, Rosalie
Offenhauser, C.F. Offenhauser, Shirley Offenhauser, Teddy M. Dwigans,
Letha Dwigans, Shirley M. Offenhauser, Paula C. Offenhauser, Victoria
O. Bates, Rosa Lee Kostom, Mae Ola Grebe, M. F. Offenhauser, Oscar Lee
Towns, Shirley A. Towns, Naomi Kostom, Mary Lizabeth Offenhauser,
Deborah 0. Tullos - DLO Trust, Charles F. Offenhauser, Jr. DLO Trust,
John M. Offenhauser - DLO Trust, Shirley H. Chauvin, Dorothy Halpen
Kolb, Walter Miller, Eula S. Miller, Wayne Overstreet and the
Offenhauser Company were each shareholders of Allied prior to its
acquisition by the Company. See Note (13) below.
(5) On November 4, 1997, the Company, pursuant to the VWW Agreement,
exchanged 211,482 shares of Common Stock of the Company for all of the
outstanding shares of VWW, subject to adjustment, if necessary, to
reflect any change in the net asset value of VWW from the assumed value
at the date of the VWW Agreement to the value determined under the VWW
Agreement at the closing date. At closing, 23,498 shares of Common
Stock were delivered in escrow under the terms of the Escrow Agreement
(as defined in the VWW Agreement). Of those 23,498 shares, 1,544
shares have been returned to the Company based on a decrease in the net
asset value of VWW from the assumed value at the date of the VWW
Agreement, and 21,954 shares have been delivered to the VWW
shareholders. Messrs. Whitney, Bedick, Clay and Bums were each
shareholders of VWW prior to its acquisition by the Company. See Note
(13) below.
(6) On November 24, 1997, the Company, pursuant to the CMJ Agreement,
acquired CMJ from its shareholders for an aggregate base price of
$39,000,000 (the "Base Price"), subject to adjustment, if necessary, to
increase or decrease the Base Price to the Final Adjusted Price (as
defined in the CMJ Agreement) to reflect any change in the value of CMJ
from the assumed value at the date of the CMJ Agreement. The Base
Price was paid by the Company at closing by delivery of consideration
consisting of 814,821 shares of Common Stock of the Company with an
aggregate value, as determined under the CMJ Agreement at $28.00 per
share (the "CMJ Share Price"), of $22,814,988 and $12,285,000 in cash.
At closing, 90,537 shares of Common Stock and $1,365,000 in cash were
delivered under the terms of the Escrow Agreement (as defined in the
CMJ Agreement). The CMJ Shares covered by this Prospectus include
90,537 that were released from escrow and delivered to the CMJ
shareholders, as well as an additional 26,607 shares that were issued
based on an increase in the value of CMJ from the assumed value. Mr.
and Mrs. Smith and the Kevin and Dana Smith Children's Trust were each
shareholders of CMJ prior to its acquisition by the Company. See Note
(13) below.
(7) On December 2, 1997, the Company, pursuant to the APPCO Agreement,
acquired APPCO from its shareholder for an aggregate base price of
$1,300,000 (the "Base Price"), subject to adjustment, if necessary, to
increase or decrease the Base Price to the Final Adjusted Price (as
defined in the APPCO Agreement) to reflect any change in the value of
APPCO from the assumed value at the date of the APPCO Agreement. The
Base Price was paid by the Company at closing by delivery of
consideration consisting of 33,548 shares of Common Stock of the
Company with an aggregate value, as determined under the APPCO
Agreement at $31.00 per share (the "APPCO Agreement Share Price"), of
$1,039,988. At closing, 8,388 shares of Common Stock were delivered in
escrow under the terms of the Escrow Agreement (as defined in the APPCO
Agreement). The APPCO
<PAGE> 10
Shares covered by this Prospectus include 8,388 shares that were
released from escrow and delivered to the APPCO shareholder, as
well as an additional 3,761 shares that were issued based on an
increase in the value of APPCO from the assumed value. Mr. Bell was
the sole shareholder of APPCO prior to its acquisition by the Company.
See Note (13) below.
(8) On December 19, 1997, the Company, pursuant to the International
Agreement, acquired International from its shareholders for an
aggregate base price of $57,000,000 (the "Base Price"), subject to
adjustment, if necessary, to increase or decrease the Base Price to the
Final Adjusted Price (as defined in the International Agreement) to
reflect any change in the value of International from the assumed value
at the date of the International Agreement. The Base Price was
delivered at closing by delivery of consideration consisting of 965,142
shares of Common Stock of the Company with an aggregate value, as
determined under the International Agreement at $28.00 per share (the
"International Share Price"), of $27,023,976 and $18,716,000 in cash.
At closing, 241,289 shares of Common Stock and $4,504,000 in cash was
delivered in escrow under the terms of the Escrow Agreement (as defined
in the International Agreement). The International Shares covered by
this Prospectus include 241,289 shares that were released from escrow,
as well as an additional 15,000 shares that were issued in order to
comply with the terms of the International Agreement. In addition, to
further comply with the International Agreement, $420,000 was returned
to the Company. Leo R. Butter, Zane R. Butter, Stephen R. Butter, Jr.,
John C. Vogt, Paul Ponder, Lara C. Vogt, Trust and Lisa K. Vogt, Trust
were each shareholders of International prior to its acquisition by the
Company. See Note (13) below.
(9) On January 12, 1998, the Company, pursuant to the Merex Agreement,
acquired Merex from its shareholder for an aggregate base price of
$3,100,000 (the "Base Price"), subject to adjustment, if necessary, to
increase or decrease the Base Price to the Final Adjusted Price (as
defined in the Merex Agreement) to reflect any change in the value of
Merex from the assumed value at the date of the Merex Agreement. The
Base Price was delivered at closing by delivery of consideration
consisting of 80,869 shares of Common Stock of the Company with an
aggregate value, as determined under the Merex Agreement at $34.50 per
share (the "Merex Share Price"), of $2,789,980. At closing, 8,986
shares of Common Stock were delivered in escrow under the terms of the
Escrow Agreement (as defined in the Merex Agreement) as security in the
event the Final Adjusted Price is determined to be less than the Base
Price. In the event 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 Merex Share Price. Mr.
Roeschel was the sole shareholder of Merex prior to its acquisition by
the Company. See Note (13) below.
(10) On January 30, 1998, the Company, pursuant to the Chad Supply
Agreement, exchanged 1,362,171 shares of Common Stock of the Company
for all of the outstanding shares of Chad Supply and certain real
estate leased to Chad Supply from its shareholders, subject to
adjustment, if necessary, to reflect any change in the net asset value
of Chad Supply from the assumed value at the date of the Chad Supply
Agreement to the value determined under the Chad Supply Agreement at
the closing date. At closing, 46,359 shares of Common Stock were
delivered in escrow under the terms of the Escrow Agreement (as defined
in the Chad Supply Agreement). All escrowed shares have been delivered
to the Chad Supply shareholders and are included in the Chad Supply
Shares covered by this Prospectus. David Mark Chadwell, Deborah L.
Price, Dana M. Crockett, Steven M. Chadwell, Pamela R. McDaniel, Robert
J. Chadwell, Melanie Norris, Larry E. Chadwell, Jr., Juanita E.
Chadwell, Roxie E. Chadwell, Laura E. Chadwell, David R. Chadwell,
James M. Chadwell and Larry E. Chadwell were each shareholders of Chad
Supply prior to its acquisition by the Company. See Notes (13) and
(14) below.
(11) On February 18, 1998, the Company, pursuant to the SAPD Agreement,
exchanged 245,415 shares of Common Stock of the Company for all of the
outstanding shares of SAPD, subject to adjustment, if necessary, to
reflect any change in the net asset value of SAPD from the assumed
value at the date of the SAPD Agreement to the value determined under
the SAPD Agreement at the closing date. At closing, 27,263 shares of
Common Stock were delivered in escrow under the terms of the Escrow
<PAGE> 11
Agreement (as defined in the SAPD Agreement) as security in the event
the Final Adjusted Price is determined to be less than the Base Price.
In the event 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 SAPD Share Price. Mr.
Rosenstein was the sole shareholder of SAPD prior to its acquisition by
the Company. See Note (13) below.
(12) On April 23, 1998, pursuant to the Union Agreement, the Company
acquired Union from its shareholders for an aggregate purchase price of
$7,739,000, (the "Purchase Price"). The Purchase Price was delivered
at closing by satisfaction of certain indebtedness in the amount of
$1,039,946.01 and by the delivery of consideration consisting of
188,709 shares of Common Stock of the Company at $35.50 per share.
James C. Plyler, Anne Plyler Lee, William Weaver Plyler and James C.
Plyler, as Trustee and Trust between James C. Plyler, "Settlor" and
James C. Plyler, "Trustee" were each shareholders of Union prior to its
acquisition by the Company. See Note (13) below.
(13) 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.
(14) On or about September 16, 1998, Larry E. Chadwell gifted an aggregate
of 11,900 Shares of Common Stock to the Additional Selling Shareholders.
SEE "RISK FACTORS" IN THE PROSEPCTUS AND THE COMPANY'S FILINGS MADE
WITH THE SECURITIES AND EXCHANGE COMMISSION SUBSEQUENT TO THE DATE OF THE
PROSPECTUS AND INCORPORATED BY REFERENCE THREIN FOR A DISCUSSION OF CERTAIN
FACTORS WHICH PROSPECTIVE INVESTORS SHOULD CONSIDER PRIOR TO AN INVESTMENT
IN THE SHARES.
________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXHANGE 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 date of this Prospectus Supplement is September 30, 1998.
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