HUGHES SUPPLY INC, S-3, 1999-06-09

HUGHES SUPPLY INC
S-3, 1999-06-09
ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON , 1999

REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HUGHES SUPPLY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<TABLE>
<S> <C>
FLORIDA 59-0559446
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
ORGANIZATION)
</TABLE>

20 NORTH ORANGE AVENUE
SUITE 200
ORLANDO, FLORIDA 32801
(407) 841-4755
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------

J. STEPHEN ZEPF
TREASURER AND CHIEF FINANCIAL OFFICER
HUGHES SUPPLY, INC.
20 NORTH ORANGE AVENUE
SUITE 200
ORLANDO, FLORIDA 32801
(407) 841-4755
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
------------------------

COPIES OF COMMUNICATIONS TO:

<TABLE>
<S> <C>
BENJAMIN P. BUTTERFIELD MICHAEL L. JAMIESON
GENERAL COUNSEL AND SECRETARY HOLLAND & KNIGHT LLP
HUGHES SUPPLY, INC. SUITE 2300
20 NORTH ORANGE AVENUE P.O. BOX 1288
SUITE 200 400 NORTH ASHLEY DRIVE
ORLANDO, FLORIDA 32801 TAMPA, FLORIDA 33602
(407) 841-4755 (813) 227-8500
</TABLE>

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time following the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462 (b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
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If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
- ---------------
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE AGGREGATE PRICE AGGREGATE OFFERING
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1)
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<S> <C> <C> <C>
Common Stock, par value $1.00 per
share...................... 229,161 shares $27.38 $6,274,428
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Rights to purchase Series A Junior
Participating Preferred Stock, no
par value per share(2)..... 229,161 rights N/A N/A
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<CAPTION>
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AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTRATION FEE
- ------------------------------------ ----------------------
<S> <C>
Common Stock, par value $1.00 per
share...................... $1,744
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Rights to purchase Series A Junior
Participating Preferred Stock, no
par value per share(2)..... N/A
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</TABLE>

(1) Estimated solely for the purpose of determining the registration fee and
calculated in accordance with Rule 457 (c) under the Securities Act based on
the average high and low sales price of the Registrant's Common Stock on
June 4, 1999, as reported by the New York Stock Exchange.
(2) The rights (the "Rights") to purchase the Series A Junior Participating
Preferred Stock will be attached to and traded with shares of the
Registrant's Common Stock. Value attributable to such Rights, if any, will
be reflected in the market price of the shares of the Registrant's Common
Stock.
------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2

PROSPECTUS SUBJECT TO COMPLETION DATED JUNE 8, 1999

229,161 SHARES

HUGHES SUPPLY, INC.

COMMON STOCK

------------------------

This is an offering of shares of our common stock. The selling shareholders
identified in this Prospectus are offering all the shares to be sold in the
offering. We will not receive any proceeds from the offering.

Our common stock is listed on the New York Stock Exchange under the symbol
"HUG."

We will bear all expenses relating to the distribution of the shares, other
than selling commissions and fees and expenses of counsel and other
representatives of the selling shareholders.

SEE "RISK FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS FOR A DISCUSSION
OF THE RISKS THAT YOU SHOULD CONSIDER BEFORE INVESTING IN THE COMMON STOCK.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED WHETHER
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THE SELLING SHAREHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND
IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE
THE OFFER OR SALE IS NOT PERMITTED.

The date of this Prospectus is June 8, 1999
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
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<S> <C>
Information Incorporated by Reference....................... ii
Available Information....................................... ii
Prospectus Summary.......................................... 1
Risk Factors................................................ 5
Selling Shareholders........................................ 8
Plan of Distribution........................................ 21
Legal Matters............................................... 21
Experts..................................................... 22
</TABLE>

i
<PAGE> 4

INFORMATION INCORPORATED BY REFERENCE

The Securities and Exchange Commission (the "Commission") allows us to
"incorporate by reference" information we file with the Commission, which means
that we can disclose important information by referring readers to other
documents we file with the Commission. The information incorporated by reference
is considered to be part of this Prospectus. Later information that we file with
the Commission will automatically update and supersede the information in this
Prospectus.

We incorporate by reference into this Prospectus the documents listed
below, and any future filings made with the Commission under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act of 1934 (the "Exchange Act"), until the
shareholders identified in this Prospectus sell all the shares:

(a) Our Annual Report on Form 10-K for the year ended January 29, 1999
(File No. 001-08772);

(b) Our Proxy Statement for the Annual Meeting of Shareholders to be
held on May 19, 1999, as filed with the Commission on April 14, 1999 (File
No. 001-08772);

(c) The description of our common stock contained in our statement on
Form 8-A dated May 22, 1998 as filed with the Commission under Section 12
of the Exchange Act (File No. 001-08772); and

(d) The description of the rights ("Rights") contained in our
statement on Form 8-A dated May 22, 1998 as filed with the Commission under
Section 12 of the Exchange Act (File No. 001-08772).

We will provide to any person who has received this Prospectus, upon his
written or oral request, a free copy of any of the documents mentioned above
(not including exhibits to such documents unless such exhibits are specifically
incorporated by referenced in the documents). All requests should 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
number (407) 841-4755.

AVAILABLE INFORMATION

This Prospectus is part of a registration statement (the "Registration
Statement") we filed with the Commission (Registration No. ). This
Prospectus omits certain of the information contained in the Registration
Statement. Such information can be inspected at the public reference room at the
offices of the Commission.

We file annual, quarterly and special reports, proxy statements, and other
information with the Commission. Any person may read and copy any document we
file at the Commission's public reference room at 450 Fifth Street, N.W.,
Washington, DC 20549. The Commission may be contacted at 1-800-SEC-0330 for
further information on the public reference room. Our filings are also available
to the public from the Commission's web site at http://www.sec.gov.

The Rights to purchase one one-thousandth of a share of our Series A Junior
Participating Preferred Stock, no par value per share, are attached to each
share of our common stock, including the common stock offered hereby. Any
reference to our common stock in this Prospectus includes such Rights.

ii
<PAGE> 5

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this Prospectus.
It is not complete and may not contain all the information that you should
consider before investing in our common stock. You should read the entire
Prospectus carefully, including, the "Risk Factors" section. Our fiscal year
ends on the last Friday in January of each year.

THE COMPANY

We were founded in 1928 and are one of the largest diversified wholesale
distributors of materials, equipment and supplies for the construction and
industrial markets. We operate primarily in the southeastern, southwestern and
midwestern United States. We distribute over 240,000 products through 457
branches located in 29 states, Mexico and Puerto Rico. Our principal customers
are electrical, plumbing and mechanical contractors, electric utility companies,
property management companies, municipalities and industrial companies.
Industrial companies include companies in the petrochemical, food and beverage,
pulp and paper, mining, pharmaceutical and marine industries. Our management
believes that we hold a significant market share in most of our local markets.

We focus on distributing products that leverage our strengths in inventory
management, specialized sales forces, distribution expertise, credit management
and information technology. We distribute nine different product groups, which
we have classified into three main product categories:

- Fluid Control Products, consisting of our industrial pipe, plate, valves
and fittings, plumbing, water and sewer, and water systems product
groups;

- Electrical Products, consisting of our electrical and electric utilities
product groups; and

- Specialty Products, consisting of our air conditioning and heating,
building materials, and pool and spa equipment and supplies product
groups.

We employ a specialized and experienced sales force for each of our nine
product groups. Our management believes that no other company competes against
us across all of our product groups.

We sell our products to customers in the commercial, residential,
infrastructure and industrial markets. In recent years, we have focused our
internal growth and acquisitions to a greater extent on products used in repair,
maintenance, replacement and renovation applications. These products generally
offer higher margins and depend less on new construction. Our management
believes that our product, market and geographic diversification helps reduce
the impact of economic cycles on our net sales and profitability.

GROWTH AND OPERATING STRATEGIES

GROWTH STRATEGY

Based on estimates available to us, industry sales in the United States of
the products we sell exceeded $200 billion in 1998, and no wholesale distributor
accounted for more than 5% of the total market. Our growth has been accomplished
through both acquisitions and internal growth. Since January 28, 1994, we have
completed 59 acquisitions, representing 245 branches. In this same period, we
have also grown internally through increases in comparable branch net sales, 71
new branch openings and the addition of new product groups.

We pursue an active acquisition program to capitalize on the opportunities
presented by our industry's substantial size and highly fragmented ownership
structure. Our management believes that acquisitions generally represent the
most cost effective way to enter new geographic markets. Acquisitions also
provide us with opportunities to gain market share and to enhance and diversify
our product offerings.

Our acquisition strategy focuses on acquiring profitable wholesale
distribution businesses with strong management teams and well-developed market
positions and customer relationships. We classify our acquisitions as fill-in
acquisitions or new-market acquisitions.
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<PAGE> 6

Fill-in acquisitions are generally smaller and represent new branches that
distribute some of the same product groups as ours in geographic areas we
already service. Since January 28, 1994, we have added 51 branches through
fill-in acquisitions, and our management believes that significant additional
fill-in acquisition opportunities are available.

New-market acquisitions represent the addition of new product groups
(primarily within our existing product categories), the entry into new
geographic markets, or both. During the last five fiscal years, we have
increasingly focused on new-market acquisitions in order to:

- add products and product groups with higher gross margins;

- increase sales to the replacement and industrial markets (which tend to
be less cyclical than new construction markets);

- achieve greater geographic diversification; and

- develop additional opportunities for future fill-in acquisitions and new
branch openings.

Since January 30, 1998, we have acquired several wholesale distributors,
including:

<TABLE>
<S> <C>
- - San Antonio Plumbing Distributors,
Inc. .................................. Significantly increasing our plumbing and
water and sewer business in existing
geographic markets;
- - Winn- Lange Electric, Inc.............. Significantly increasing our electrical
business in new geographic markets;
- - Douglas Leonhardt and Associates,
Inc.................................... Significantly expanding our offering of
fire protection products and services and
significantly increasing our water and
sewer business in new and existing
geographic markets;
- - Florida Electric Supply, Inc. ......... Significantly increasing our electrical
and electric utilities business in
existing geographic markets;
- - Kamen Supply Company, Inc.............. Significantly increasing our plumbing
business in new geographic markets;
- - W.C. Caye and Company, Inc. ........... Significantly increasing our building
materials business in new geographic
markets; and
- - Turf Irrigation and Water Works
Supply.............................. Significantly increasing our water and
sewer and irrigation business in existing
geographic markets.
</TABLE>

OPERATING STRATEGY

Our operating strategy is based on decentralizing, at the branch level,
customer-related functions such as sales and local inventory management, and
centralizing, at the corporate level, the administrative responsibility for
certain functions such as credit, human resources, finance and accounting, legal
and information technology. Key elements of our operating strategy include:

- comprehensive and diversified product categories and groups;

- superior customer service;

- volume purchasing power;

- well-trained and experienced workforce;

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<PAGE> 7

- centralized administrative functions; and

- local market focus.

We do not market our products to retail consumers. Consequently, we
differentiate ourselves from do-it-yourself home retail centers with respect to
our customer base, breadth of products offered and level of service provided.
Our management believes that our customers are typically professionals who
choose their 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 repeat buyers because of their involvement in longer-term
projects, and require specialized services not typically provided by
do-it-yourself home center retailers. We provide our customers with credit
services, 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, we have been able to serve customer groups that
do-it-yourself home center retailers generally do not serve.

As a result of our growth and operating strategies, our net sales increased
to $2.54 billion in fiscal 1999 from $1.01 billion in fiscal 1995, a compound
annual growth rate of 24.2%. In addition, our operating income increased to
$117.2 million in fiscal 1999 from $32.4 million in fiscal 1995, a compound
annual growth rate of 37.9%; our net income increased to $61.4 million in fiscal
1999 from $20.8 million in fiscal 1995, a compound annual growth rate of 31.1%;
and our number of branches increased to 438 branches at the end of fiscal 1999
from 173 branches at the end of fiscal year 1995, a compound annual growth rate
of 26.1%.

RISK FACTORS

For a discussion of certain risks you should consider before investing in
our common stock, see "Risk Factors."

FORWARD-LOOKING STATEMENTS

Some of the statements contained in this Prospectus including under this
"Prospectus Summary" and the "Risk Factors" sections are forward looking. When
used in this Prospectus, the words "believe," "anticipate," "estimate,"
"expect," and similar expressions are intended to identify forward-looking
statements. We cannot assure that such forward-looking statements will prove
true. Our 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." These
forward-looking statements speak only as of the date of this Prospectus.

THE OFFERING

<TABLE>
<S> <C>
Common Stock being offered hereby........................... 229,161 shares
Common Stock outstanding (as of June 4, 1999)(1)............ 23,426,239 shares
NYSE symbol................................................. HUG
</TABLE>

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(1) Includes all shares offered in this offering.

We were founded as a general partnership in Orlando, Florida in 1928 and
were incorporated as a Florida corporation in 1947. Our executive offices are
located at 20 North Orange Avenue, Suite 200, Orlando, Florida 32801, and our
telephone number is (407) 841-4755.

3
<PAGE> 8

SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA
(IN THOUSANDS, EXCEPT PER SHARE AND OPERATING DATA)

<TABLE>
<CAPTION>
FISCAL YEARS ENDED
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JANUARY 27, JANUARY 26, JANUARY 31, JANUARY 30, JANUARY 29,
1995 1996 1997(1) 1998 1999
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<S> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME DATA:
Net sales.................... $1,065,549 $1,326,978 $1,619,362 $1,945,446 $2,536,265
---------- ---------- ---------- ---------- ----------
Operating income............. $ 32,391 $ 42,703 $ 64,937 $ 87,244 $ 117,206
---------- ---------- ---------- ---------- ----------
Net income................... $ 20,800 $ 25,646 $ 37,054 $ 47,570 $ 61,443
========== ========== ========== ========== ==========
Earnings per share:
Diluted................. $ 1.50 $ 1.75 $ 2.09 $ 2.33 $ 2.55
========== ========== ========== ========== ==========
Average shares outstanding:
Diluted................. 13,992 14,647 17,719 20,432 24,138
========== ========== ========== ========== ==========
Cash dividends per share..... $ 0.15 $ 0.20 $ 0.25 $ 0.31 $ 0.33
========== ========== ========== ========== ==========
OPERATING DATA:
Branches at end of period.... 173 212 272 384 438
Comparable branch sales
increases(2)............... 14% 8% 8% 6% 6%
Gross margin(3).............. 20.4% 20.7% 21.2% 21.9% 22.0%
Operating margin(4).......... 3.0% 3.2% 4.0% 4.5% 4.6%
</TABLE>

<TABLE>
<CAPTION>
AS OF
JANUARY 29,
1999
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<S> <C>
Balance Sheet Data (end of period):
Working capital............................................. $ 567,435
Total assets................................................ 1,123,513
Long-term debt, less current portion........................ 402,203
Shareholders' equity........................................ 483,956
</TABLE>

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(1) Fiscal 1997 represents a 53-week fiscal year.

(2) Comparable branch sales increases 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) Gross margin equals gross profit divided by net sales.

(4) Operating margin equals operating income divided by net sales.

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RISK FACTORS

You should carefully consider the following factors and other information
in this Prospectus before deciding to invest in shares of our common stock.

OUR CONTINUED GROWTH DEPENDS HEAVILY UPON THE CONTINUED SUCCESS OF OUR
ACQUISITION STRATEGY.

A significant part of our growth is based on the acquisition of other
distribution businesses. As part of our regular business operations, we pursue
suitable acquisition opportunities in selected markets. However, we may not
continue to be successful in identifying and acquiring appropriate businesses or
in obtaining financing for potential acquisitions on satisfactory terms. In
addition, we may not be successful in integrating acquired businesses into our
existing operations. Furthermore, integrating acquired businesses may result in
unforeseen operational difficulties or require a disproportionate amount of our
management's attention. Future acquisitions may be financed by incurring
additional debt or by issuing shares of common stock or other equity-linked
securities. Such issuances may be dilutive to our shareholders. Competition for
acquisition candidates in the building products industry may increase, in which
case the cost of completing acquisitions could grow significantly or we could
stop acquiring other businesses.

OUR OPERATING RESULTS ARE LINKED TO THE STRENGTH OF THE CONSTRUCTION MARKETS.

Demand for our products depends highly on the commercial, residential and
industrial construction markets. The level of activity in the commercial
construction market depends largely on vacancy 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. Factors influencing
the demand for new housing starts and residential renovation projects include
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 depends on the
industrial economic outlook, corporate profitability, interest rates and
capacity utilization. The factors influencing each of our market segments are
not within our control. Since each of our market segments is sensitive to
cyclical changes in the economy, future downturns in the economy or lack of
improvement in the economy may adversely affect our results of operations. We
are especially susceptible to economic fluctuations in Florida and Texas, which
accounted for approximately 28% and 18% of our net sales, respectively, in
fiscal 1999.

FLUCTUATING COMMODITY PRICES AND UNEXPECTED PRODUCT SHORTAGES MAY IMPAIR OUR
OPERATING RESULTS.

The cost of stainless steel, aluminum, copper, nickel alloys, plastic and
other commodities used in products distributed by us can be volatile.
Significant fluctuations in the cost of such commodities may adversely affect
our results of operations and contribute to cyclicality in our operating
performance. In total, we distribute construction materials and supplies from
over 11,000 manufacturers and suppliers, no one of which accounted for more than
5% of our total material and supply purchases during fiscal 1999. Despite this
widely diversified base of manufacturers and suppliers, we may still experience
shortages as a result of unexpected demand or production difficulties. If this
were to occur and we were unable to obtain a sufficient allocation of products
from manufacturers and suppliers, there could be a short-term adverse effect on
our results of operations. In addition, we have entered into strategic
partnerships with certain suppliers. Our inability to maintain such partnerships
and the loss of the competitive pricing such partnerships offer us could
adversely affect our results of operations.

WE OPERATE IN A VERY COMPETITIVE MARKETPLACE.

The building products industry is highly competitive and fragmented. The
principal competitive factors in our business are:

- availability of materials and supplies;

- pricing of products;

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<PAGE> 10

- availability of credit;

- technical product knowledge as to application and usage; and

- advisory or other service capabilities.

Our competition includes other wholesalers, manufacturers who sell certain
products directly to our customer base and certain customers of ours. We also
compete, to a limited extent, with retailers in the markets for plumbing,
electrical fixtures and supplies, building materials, pool and spa supplies and
contractors' tools. Our competition varies depending on product line, customer
classification and geographic market. We may not be successful in responding
effectively to competitive pressures, particularly from competitors with
substantially greater financial and other resources than ours.

WE RELY HEAVILY ON OUR KEY PERSONNEL.

We are highly dependent upon the skills, experience and efforts of our
executive officers. The loss of one or more of our executive officers could have
a material adverse effect on our business and development. Our growth also
depends in part on our ability to attract and retain qualified managers,
salespersons and other key employees and on our ability to manage growth
successfully. We may not be successful in attracting and retaining such
employees or in managing our growth successfully, which may in turn have an
adverse effect on our results of operations.

OUR DIVIDEND PAYMENTS ARE RESTRICTED.

The decision to pay dividends and the amount of such payments depends on
our results of operations, financial condition, capital requirements and other
factors that our Board of Directors deems relevant. We are also party to certain
debt instruments and agreements that contain provisions limiting the amount of
dividends that may be paid by us to our shareholders. In the future, we may
become a party to debt instruments or agreements that may further restrict our
ability to pay dividends.

OUR STOCK PRICE MAY FLUCTUATE SUBSTANTIALLY.

The market price for our common stock may fluctuate substantially based,
among other factors, on:

- our operating results;

- the operating results of other companies in the building products
industry;

- changes in general economic conditions;

- changes in the financial markets; and

- other developments affecting us or our competitors.

OUR SALES ARE PREDOMINATELY ON CREDIT.

We distribute materials, equipment and supplies for the construction and
industrial markets primarily in the southeastern (especially Florida),
southwestern and midwestern United States. Approximately 90% of our sales are
credit sales made primarily to customers whose ability to pay depends on the
economic strength of the construction industry in such regions. Cyclical changes
in the economy, future downturns in the economy, or lack of improvement in the
economy in such regions could adversely affect our ability to collect our trade
accounts receivable and in turn our results of operations.

OUR QUARTERLY RESULTS ARE SEASONAL.

Our sales and net income are seasonal. We have historically experienced
lower operating results in the first and fourth quarters than in the second and
third quarters of our fiscal year. Seasonal variations in operating results may
also be significantly increased by weather conditions, such as cold or wet
weather, which can delay construction projects. Political and economic events
can also affect our revenues. If sales fall below our expectations, our
operating results may be adversely affected.

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<PAGE> 11

CERTAIN ANTI-TAKEOVER PROVISIONS MAY MAKE OUR STOCK LESS ATTRACTIVE TO
INVESTORS.

Certain provisions of our Restated Articles of Incorporation, as amended,
and Florida law may make it more difficult for a third party to acquire a
controlling interest in us even if such change in control would benefit
shareholders. These provisions may delay or prevent transactions in which
shareholders would receive a substantial premium for their shares over then
prevailing market prices. These provisions may also limit shareholders' ability
to approve transactions they may otherwise believe are in their best interests.
Such provisions include:

- a provision dividing the Board of Directors into three classes of
directors elected for staggered three-year terms;

- a provision authorizing the issuance of preferred stock without
shareholder approval; and

- a provision requiring that certain business combinations receive approval
by two-thirds of our voting stock.

FUTURE SALES OF OUR COMMON STOCK COULD ADVERSELY AFFECT OUR STOCK PRICE.

The market price of our common stock could drop if a large number of shares
of common stock are sold at any one time, or if a perception that such sales
could occur exists.

There will be 23,426,239 shares of common stock outstanding immediately
after the offering. The shares sold in the offering will be freely transferable
without restriction or further registration under the Securities Act, except for
any shares purchased by our "affiliates," as defined in Rule 144 under the
Securities Act.

We have registration statements in effect with respect to all shares issued
in connection with acquisitions. Such shares are freely tradable during the
effectiveness of the registration statements, unless subject to other
restrictions.

OUR BUSINESS COULD BE ADVERSELY AFFECTED BY YEAR 2000 ISSUES.

Many existing computer programs use only two digits to identify a year in
the date field. As the century date change occurs, such programs may recognize
the year 2000 as 1900, or not at all. If not corrected, many computer systems
and applications could fail or create erroneous results by or at the year 2000
(the "Year 2000 Issue"). We are implementing a plan to make our computer systems
year 2000 compliant or have our non-compliant systems converted to systems that
are expected to be year 2000 compliant. We may not be successful in implementing
our year 2000 compliance plan. Furthermore, our suppliers, customers and service
providers may not sufficiently address their Year 2000 Issues. The failure of
such suppliers, customers and service providers to make their systems year 2000
compliant could result in disruptions in our supply of materials, disruptions in
its customers' ability to conduct business and interruptions to our daily
operations. These events could in turn adversely affect our results of
operations.

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SELLING SHAREHOLDERS

The following table sets forth certain information regarding the ownership
of our common stock by each of the shareholders selling shares to be sold
hereby. Each of the selling shareholders has sole voting and investment power
with respect to such shares.

<TABLE>
<CAPTION>
SHARES
NUMBER OF SHARES NUMBER OF SHARES BENEFICIALLY
BENEFICIALLY OWNED REGISTERED FOR OWNED AFTER
NAME OF SELLING SHAREHOLDER AS OF MAY 31, 1999 SALE HEREBY(1) THE OFFERING(1)
- --------------------------- ------------------ ---------------- -----------------
NUMBER PERCENT
<S> <C> <C> <C> <C>
James B. Watkins(2).......................... 19,230 19,230 0 *
Post Office Box 365
Alvarado, TX 76009
Stacie A. Lewis(3)........................... 10,500 10,500 0 *
15964 Chickamauga
Baton Rouge, LA 70817
David E. Rozier(3)........................... 19,894 5,106 14,788 *
3811 Lake Larouge Dr.
Baton Rouge, LA 70816
Raelyn Guy Lewis(3).......................... 17,097 3,403 13,694 *
15311 Seven Pines Ave.
Baton Rouge, LA 70816
Dennis R. Allen(4)........................... 200 200 0 *
4330 NW. 22nd St.
Lauderhill, FL 33313
Justin A. Anderson(4)........................ 100 100 0 *
1603 W. Sidney Rd.
Valrico, FL 33594
William D. Bailey(4)......................... 500 500 0 *
2999 Windward Dr.
Kennesaw, GA 30152
Alan L. Baker(4)............................. 500 500 0 *
1412 River Haven Lane
Hoover, AL 35244
Gregory T. Baroody(4)........................ 300 300 0 *
3051 Briar St.
Zephyrhills, FL 33543
Earl Beacham(4).............................. 75 75 0 *
1825 Heathermoor Est #18
Moody, AL 35004
Nolan L. Benham(4)........................... 500 500 0 *
620 Heron's Nest Ct.
Orlando, FL 32825
Robert Bowling(4)............................ 500 500 0 *
510 S. Everuna Cir.
Brandon, FL 33510
Robert Braun(4).............................. 600 600 0 *
1931 Meadowridge Dr.
Valrico, FL 33594
Gregory A. Brill(4).......................... 200 200 0 *
1007 Grand Canyon Dr.
Valrico, FL 33594
Carl T. Briscoe(4)........................... 100 100 0 *
1505 Salem
Memphis, TN 38122
Kenneth B. Brown(4).......................... 200 200 0 *
246 Flirtation Walk
Louisville, KY 40219
</TABLE>

8
<PAGE> 13

<TABLE>
<CAPTION>
SHARES
NUMBER OF SHARES NUMBER OF SHARES BENEFICIALLY
BENEFICIALLY OWNED REGISTERED FOR OWNED AFTER
NAME OF SELLING SHAREHOLDER AS OF MAY 31, 1999 SALE HEREBY(1) THE OFFERING(1)
- --------------------------- ------------------ ---------------- -----------------
NUMBER PERCENT
<S> <C> <C> <C> <C>
Richard A. Brown(4).......................... 300 300 0 *
12407 Greenlee Way
Riverview, FL 33569
Ricky E. Brown(4)............................ 300 300 0 *
7730 Acadian Dr.
Orlando, FL 32822
Peter H. Butcher(4).......................... 500 500 0 *
9446 Lake Douglas Pl.
Orlando, FL 32817
Deborah J. Byron(4).......................... 150 150 0 *
P.O. Box 1275
Seffner, FL 33583
Bruce T. Carl(4)............................. 400 400 0 *
4630 Quail Point Dr.
Flowery Branch, GA 30542
Christopher Carroll(4)....................... 100 100 0 *
3836 Governors Dr. #201
Montgomery, AL 36111
Marty Lin Carroll(4)......................... 50 50 0 *
2 Freemont St.
James Island, SC 29412
Anthony L. Carter(4)......................... 150 150 0 *
2431 Havana Dr.
Miramar, FL 33023
John E. Caswell(4)........................... 200 200 0 *
3910 Serene Way
Louisville, KY 40219
Tonia D. Cheatham(4)......................... 300 300 0 *
3245 Brandywine Place
Marietta, GA 30064
Samuel Conde(4).............................. 200 200 0 *
6301 Simms St.
Hollywood, FL 33023
Christine M. Corsini(4)...................... 900 900 0 *
823 Daphne Dr.
Brandon, FL 33510
Romeo R. Corsini(4).......................... 900 900 0 *
823 Daphne Dr.
Brandon, FL 33510
April L. Cox(4).............................. 100 100 0 *
3989 Woodville Hwy #46
Tallahassee, FL 32311
Jimmy D. Cureton(4).......................... 300 300 0 *
4219 Bridge Creek Dr.
Acworth, GA 30101
Robert Curiel, Jr.(4)........................ 400 400 0 *
2044 Park Village Dr.
Ruskin, FL 33570
John L. Daniell, Jr.(4)...................... 900 900 0 *
68 Lakeside Dr.
Hiram, GA 30141
</TABLE>

9
<PAGE> 14

<TABLE>
<CAPTION>
SHARES
NUMBER OF SHARES NUMBER OF SHARES BENEFICIALLY
BENEFICIALLY OWNED REGISTERED FOR OWNED AFTER
NAME OF SELLING SHAREHOLDER AS OF MAY 31, 1999 SALE HEREBY(1) THE OFFERING(1)
- --------------------------- ------------------ ---------------- -----------------
NUMBER PERCENT
<S> <C> <C> <C> <C>
Kim D. Daniell(4)............................ 900 900 0 *
68 Lakeside Dr.
Hiram, GA 30141
Tyler Daniell(4)............................. 600 600 0 *
68 Lakeside Dr.
Hiram, GA 30141
Annie Daniell(4)............................. 600 600 0 *
68 Lakeside Dr.
Hiram, GA 30141
Dan Davis, Jr.(4)............................ 200 200 0 *
2073 Raintree Pl.
Lithonia, GA 30058
Omar Diaz(4)................................. 100 100 0 *
19711 NW. 42nd Ave.
Opa Locka, FL 33055
Charles A. Dickens(4)........................ 600 600 0 *
8718 N. Hamner Ave.
Tampa, FL 33604
Mark Lewis Diggory(4)........................ 800 800 0 *
12830 Dunhill Dr.
Tampa, FL 33624
Robert S. Dixon(4)........................... 600 600 0 *
608 S. Bostan St.
China Grove, NC 28023
Porter C. Dom IV(4).......................... 500 500 0 *
2794 Etiwan Ave. #G-8
Charleston, SC 29414
John Dotson(4)............................... 600 600 0 *
34735 Appaloosa Tr.
Zephyrhills, FL 33541
Melanie K. Dotson(4)......................... 900 900 0 *
34735 Appaloosa Tr.
Zephyrhills, FL 33541
Amy Elam(4).................................. 900 900 0 *
610 Angelica Pl.
Brandon, FL 33510
Joan W. Elam(4).............................. 900 900 0 *
610 Angelica Pl.
Brandon, FL 33510
Joseph W. Elam, Jr.(4)....................... 900 900 0 *
610 Angelica Pl.
Brandon, FL 33510
Joseph W. Elam, Sr.(4)....................... 900 900 0 *
610 Angelica Pl.
Brandon, FL 33510
Lindsey Elam(4).............................. 900 900 0 *
610 Angelica Pl.
Brandon, FL 33510
Lisa Elam(4)................................. 900 900 0 *
610 Angelica Pl.
Brandon, FL 33510
</TABLE>

10
<PAGE> 15

<TABLE>
<CAPTION>
SHARES
NUMBER OF SHARES NUMBER OF SHARES BENEFICIALLY
BENEFICIALLY OWNED REGISTERED FOR OWNED AFTER
NAME OF SELLING SHAREHOLDER AS OF MAY 31, 1999 SALE HEREBY(1) THE OFFERING(1)
- --------------------------- ------------------ ---------------- -----------------
NUMBER PERCENT
<S> <C> <C> <C> <C>
Christina Fetyko(4).......................... 600 600 0 *
9535 Lake Park Dr.
Thonotosassa, FL 33592
Wanda Fetyko(4).............................. 900 900 0 *
9535 Lake Park Dr.
Thonotosassa, FL 33592
Robert A. Fika(4)............................ 200 200 0 *
8431 Dimare Dr.
Orlando, FL 32822
Dave Foard(4)................................ 500 500 0 *
200 Berryhill Rd. #231
Columbia, SC 29210
Stephen R. Frissell(4)....................... 100 100 0 *
309 Cindy Lane
Brandon, FL 33510
Christopher T. Gabbard(4).................... 500 500 0 *
3806 Landings Way Dr.
Tampa, FL 33624
Amanda Gambrell(4)........................... 50 50 0 *
3245 Brandywine Place
Marietta, GA 30064
Andrew Gambrell(4)........................... 300 300 0 *
1512 W. Sydney Rd.
Valrico, FL 33594
Dana L. Ganss(4)............................. 900 900 0 *
363 TimberPond Dr.
Brandon, FL 33510
Pamela Ganung(4)............................. 200 200 0 *
14119 Village Terrace Dr.
Tampa, FL 33624
Brian Garl(4)................................ 500 500 0 *
104 Cannock Ct.
Murfreesboro, TN 37129
Glenda J. George(4).......................... 400 400 0 *
22017 Hidden Oak Pl.
Land O Lakes, FL 34639
Kevin D. Gill(4)............................. 100 100 0 *
5361 Wilton Ave.
Memphis, TN 38120
Barbara Ann Goodall(4)....................... 400 400 0 *
9813 Reylinda Ave.
Thonotosassa, FL 33592
Robert J. Gottschalk(4)...................... 300 300 0 *
6393 Terra Rosa Circle
Boynton Beach, FL 33437
Joan R. Granruth(4).......................... 500 500 0 *
7010 Conifer Dr.
Tampa, FL 33637
Curtis J. Grant(4)........................... 300 300 0 *
1123 Pompei Ln.
Naples, FL 34103
</TABLE>

11
<PAGE> 16

<TABLE>
<CAPTION>
SHARES
NUMBER OF SHARES NUMBER OF SHARES BENEFICIALLY
BENEFICIALLY OWNED REGISTERED FOR OWNED AFTER
NAME OF SELLING SHAREHOLDER AS OF MAY 31, 1999 SALE HEREBY(1) THE OFFERING(1)
- --------------------------- ------------------ ---------------- -----------------
NUMBER PERCENT
<S> <C> <C> <C> <C>
Lynn E. Hampton(4)........................... 900 900 0 *
1110 Paul Dr.
Brandon, FL 33510
Steven A. Hampton(4)......................... 900 900 0 *
1110 Paul Dr.
Brandon, FL 33510
Margaret Hancock(4).......................... 900 900 0 *
1052 Cherbourg Ave. E.
Jacksonville, FL 32205
Thomas E. Hancock(4)......................... 900 900 0 *
1052 Cherbourg Ave. E.
Jacksonville, FL 32205
Thomas E. Hancock, Jr.(4).................... 100 100 0 *
3520 Dellwood Ave.
Jacksonville, FL 32205
Gerald E. Harper, Jr.(4)..................... 75 75 0 *
11406 Tazwell Dr. #106
Louisville, KY 40241
Harry Lee Henderson, Jr.(4).................. 100 100 0 *
991 King James Way
Morrow, GA 30260
Julio R. Herrera(4).......................... 400 400 0 *
912 Hollyshore Dr.
Lutz, FL 33549
Betty Lou Hoplight(4)........................ 400 400 0 *
1705 Lake Crest Ave.
Brandon, FL 33510
Gary V. Hughes(4)............................ 150 150 0 *
6900 Providence Rd. S.
Waxhaw, NC 28173
Mark Hupman(4)............................... 800 800 0 *
7023 Madrid Ave.
Jacksonville, FL 32217
Herbert M. Johnson(4)........................ 300 300 0 *
1658 Lake Meadow Clr N.
Brandon, FL 33510
Jeffrey L. Johnson(4)........................ 300 300 0 *
1931 Meadow Ridge Dr.
Valrico, FL 33594
Linda L. Johnson(4).......................... 800 800 0 *
1140 E. Grove St.
Brandon, FL 33510
Conley J. Jones(4)........................... 800 800 0 *
5409 Mountain Farm Ct.
Tampa, FL 33624
Mark A. Jones(4)............................. 300 300 0 *
5334 Forrest Ridge Dr.
Loganville, GA 30052
Mary Justice(4).............................. 600 600 0 *
5101 Idlewood Ln.
Louisville, KY 40291
</TABLE>

12
<PAGE> 17

<TABLE>
<CAPTION>
SHARES
NUMBER OF SHARES NUMBER OF SHARES BENEFICIALLY
BENEFICIALLY OWNED REGISTERED FOR OWNED AFTER
NAME OF SELLING SHAREHOLDER AS OF MAY 31, 1999 SALE HEREBY(1) THE OFFERING(1)
- --------------------------- ------------------ ---------------- -----------------
NUMBER PERCENT
<S> <C> <C> <C> <C>
Jeffrey Justice(4)........................... 900 900 0 *
5101 Idlewood Ln.
Louisville, KY 40291
Madeline Kisha(4)............................ 600 600 0 *
3974 Ventura Place
Orlando, FL 32822
Richard J. Kisha(4).......................... 900 900 0 *
3974 Ventura Place
Orlando, FL 32822
Stephen Knapik(4)............................ 300 300 0 *
8610 Bannerman Bluff Ct.
Tallahassee, FL 32312
Mark D. Kummelman(4)......................... 500 500 0 *
1001 Center St.
Plant City, FL 33566
Clyde Curtis Kyle(4)......................... 900 900 0 *
P.O. Box 2017
Mango, FL 33550
Kendall Kyle(4).............................. 300 300 0 *
P.O. Box 2017
Mango, FL 33550
Matthew Kyle(4).............................. 300 300 0 *
P.O. Box 2017
Mango, FL 33550
James M. Lambeth(4).......................... 500 500 0 *
542 Beth Ann St.
Valrico, FL 33594
Stephen J. Law(4)............................ 100 100 0 *
507 Alma Dr.
Brandon, FL 33510
Wilma S. Lennard(4).......................... 300 300 0 *
3415 Ranch Place Blvd.
Zephyrhills, FL 33541
James W. Lewis(4)............................ 60 60 0 *
170 S. Triplet Lake Dr.
Cassleberry, FL 32707
Kathey L. Lewis(4)........................... 500 500 0 *
122 Nature's Way
Mount Holly, NC 28120
Gary R. Luria(4)............................. 400 400 0 *
242 E. Riverbend Dr.
Sunrise, FL 33326
Daniel J. Lynch(4)........................... 300 300 0 *
22 Swain Ct. #203
Covington, KY 41011
Ronald Lyon(4)............................... 300 300 0 *
2552 West Wind Dr.
Soddy Daisy, TN 37379
Marion T. Mackin(4).......................... 400 400 0 *
2703 Wedgefield Blvd.
Jacksonville, FL 32211
</TABLE>

13
<PAGE> 18

<TABLE>
<CAPTION>
SHARES
NUMBER OF SHARES NUMBER OF SHARES BENEFICIALLY
BENEFICIALLY OWNED REGISTERED FOR OWNED AFTER
NAME OF SELLING SHAREHOLDER AS OF MAY 31, 1999 SALE HEREBY(1) THE OFFERING(1)
- --------------------------- ------------------ ---------------- -----------------
NUMBER PERCENT
<S> <C> <C> <C> <C>
Jason Martin(4).............................. 150 150 0 *
8709 Orange Oaks Circle
Tampa, FL 33637
Kevin B. Martin(4)........................... 100 100 0 *
3736-A Westchase Village Ln.
Norcross, GA 30092
Clifford T. McConnell(4)..................... 400 400 0 *
168 Edgewood Rd.
Radcliff, KY 40160
Judith A. McDaniel(4)........................ 400 400 0 *
2602 Miller Rd.
Valrico, FL 33594
Vincent McDaniel(4).......................... 200 200 0 *
2602 Miller Rd.
Valrico, FL 33594
Eleanor J. McFarland(4)...................... 200 200 0 *
P.O. Box 425
Valrico, FL 33595
Ralph McKnight(4)............................ 300 300 0 *
2308 Marthasville Ct.
Stone Mountain, GA 30087
William Paul McLeskey(4)..................... 50 50 0 *
4504 SR574 Lot 87
Plant City, FL 33567
William T. McLeskey(4)....................... 300 300 0 *
9318-A Greyrock Rd.
Thonotosassa, FL 33592
Richard Moody(4)............................. 900 900 0 *
6480 MacKenzie St.
Orlando, FL 32807
Theda Moody(4)............................... 900 900 0 *
6480 MacKenzie St.
Orlando, FL 32807
Curtis L. Moore, Jr.(4)...................... 60 60 0 *
5437 Sundale Way S.
Bartlett, TN 38135
Robert L. Moore(4)........................... 600 600 0 *
3502 Litihia-Pinecrest Rd.
Valrico, FL 33594
Joseph Morrissette(4)........................ 100 100 0 *
1127 Mainstreet Valley Dr.
Stone Mountain, GA 30088
William C. Mosley(4)......................... 200 200 0 *
8239 W. Concord Blvd.
Jacksonville, FL 32208
Richard Myers(4)............................. 300 300 0 *
23728 NW. 51st Place
Newberry, FL 32669
James Norman(4).............................. 600 600 0 *
701 Robin Lane
Archdale, NC 27263
</TABLE>

14
<PAGE> 19

<TABLE>
<CAPTION>
SHARES
NUMBER OF SHARES NUMBER OF SHARES BENEFICIALLY
BENEFICIALLY OWNED REGISTERED FOR OWNED AFTER
NAME OF SELLING SHAREHOLDER AS OF MAY 31, 1999 SALE HEREBY(1) THE OFFERING(1)
- --------------------------- ------------------ ---------------- -----------------
NUMBER PERCENT
<S> <C> <C> <C> <C>
Ernest O'Kain(4)............................. 100 100 0 *
307 Ridgecrest Rd.
Tallahassee, FL 32301
Chris Pasquariello(4)........................ 50 50 0 *
923 Academy Dr.
Brandon, FL 33511
Frank Perez, Jr.(4).......................... 750 750 0 *
201 E. Kennedy Blvd. Ste. 420
Tampa, FL 33602
Eric C. Poyer(4)............................. 300 300 0 *
830 S. Park Rd. #4-26
Hollywood, FL 33621
John J. Price(4)............................. 500 500 0 *
1405 Churchill Dr.
Moncks Corner, SC 29461
Patrick Price(4)............................. 100 100 0 *
144 Whisper Lake Dr.
Lexington, SC 29072
David B. Race(4)............................. 900 900 0 *
6106 W. Knights-Griffin Rd.
Plant City, FL 33565
Kenneth B. Race(4)........................... 500 500 0 *
6106 W. Knights-Griffin Rd.
Plant City, FL 33565
Rita Race(4)................................. 600 600 0 *
6106 W. Knights-Griffin Rd.
Plant City, FL 33565
Steven R. Ray(4)............................. 500 500 0 *
9041 Fletcher Park CN
Cordova, TN 38018
Jerry Blaine Register(4)..................... 900 900 0 *
9503 Lake Park Dr.
Thonotosassa, FL 33592
Robert E. Rich(4)............................ 500 500 0 *
4135 Bradford Walk Trail
Buford, GA 30519
David E. Roach(4)............................ 50 50 0 *
1000 S. Semoran Blvd. #801
Winter Park, FL 32792
Thomas A. Robbins(4)......................... 50 50 0 *
8807 Cedar Mills Circle
Cordova, TN 38018
Steve Rosenfeld(4)........................... 600 600 0 *
3134 Eagles Landing Circle W.
Clearwater, FL 33761
Christopher A Ruby(4)........................ 100 100 0 *
790 N. Cedar Bluff Rd. #2015
Knoxville, TN 37923
Samuel Runswick(4)........................... 300 300 0 *
915 Nova Circle
Stockbridge, GA 30281
</TABLE>

15
<PAGE> 20

<TABLE>
<CAPTION>
SHARES
NUMBER OF SHARES NUMBER OF SHARES BENEFICIALLY
BENEFICIALLY OWNED REGISTERED FOR OWNED AFTER
NAME OF SELLING SHAREHOLDER AS OF MAY 31, 1999 SALE HEREBY(1) THE OFFERING(1)
- --------------------------- ------------------ ---------------- -----------------
NUMBER PERCENT
<S> <C> <C> <C> <C>
Wayne Sandifer(4)............................ 500 500 0 *
3420 University Blvd. #110
Jacksonville, FL 32216
Stephen E. Sankowski(4)...................... 100 100 0 *
1529 Coco Meadows Cir. #204
Brandon, FL 33511
Terry Sasnett(4)............................. 100 100 0 *
5325 Royal Oak Dr.
Tampa, FL 33610
William C. Schneider(4)...................... 75 75 0 *
423 Dover Glen Dr.
Antioch, TN 37013
Jane H. Sellers(4)........................... 150 150 0 *
808 Pearl Mary Circle
Plant City, FL 33567
Bonnie Sextro(4)............................. 900 900 0 *
1121 Belladonna Dr.
Brandon, FL 33510
Frank J. Sextro(4)........................... 900 900 0 *
1121 Belladonna Dr.
Brandon, FL 33510
Frank S. Shea(4)............................. 200 200 0 *
4197 Alaina Circle
Austell, GA 30106
Stephen A. Sheroan(4)........................ 500 500 0 *
806 Potter Lane
Nashville, TN 37206
Carl S. Sieder(4)............................ 800 800 0 *
1570 Hamby Ave.
Lorndale, AL 35210
Johnny D. Singer(4).......................... 200 200 0 *
8637 Bentwood Dr.
North Charleston, SC 29406
Marvin Smith(4).............................. 300 300 0 *
4843 Amos St.
Jacksonville, FL 32209
Renee Sorgen(4).............................. 600 600 0 *
9330 NW. 8 Circle
Plantation, FL 33324
Fred Sorgen(4)............................... 900 900 0 *
9330 NW. 8 Circle
Plantation, FL 33324
Mirtza Y. Springfield(4)..................... 150 150 0 *
3822 Pinto Lane
Zephyrhills, FL 33541
Joseph Marc Stapleton(4)..................... 300 300 0 *
11699 Round Table Way
Thonotosassa, FL 33592
Michael C. Stewart(4)........................ 150 150 0 *
110 Lynnbrook Dr.
Belmont, NC 28012
</TABLE>

16
<PAGE> 21

<TABLE>
<CAPTION>
SHARES
NUMBER OF SHARES NUMBER OF SHARES BENEFICIALLY
BENEFICIALLY OWNED REGISTERED FOR OWNED AFTER
NAME OF SELLING SHAREHOLDER AS OF MAY 31, 1999 SALE HEREBY(1) THE OFFERING(1)
- --------------------------- ------------------ ---------------- -----------------
NUMBER PERCENT
<S> <C> <C> <C> <C>
George L. Stirman(4)......................... 150 150 0 *
2727 W. Fletcher Ave. #66F
Tampa, FL 33618
Robert C. Stone, III(4)...................... 350 350 0 *
7402 Short Rd.
Plant City, FL 33565
Timothy W. Sutton(4)......................... 150 150 0 *
454 N. Thompson Rd.
Apopka, FL 32712
Felix Segundo Tavares(4)..................... 60 60 0 *
6025 Polk St. #5
Hollywood, FL 33024
Robert L. Thomas(4).......................... 75 75 0 *
4222 Oaknoll Circle
Duluth, GA 30096
Joseph D. Thompson, Jr.(4)................... 100 100 0 *
8405 Robin Hill Dr.
Louisville, KY 40291
Lynn G. Tidwell(4)........................... 800 800 0 *
1206 Lady Guinevere Dr.
Valrico, FL 33594
Gerald Wayne Tingle(4)....................... 500 500 0 *
5305 Alicante Ln.
Louisville, KY 40272
Jeffrey A. Trostle(4)........................ 400 400 0 *
9373 Buck Haven Trail
Tallahassee, FL 32312
Stephen Alan Urksa(4)........................ 350 350 0 *
5228 Pine St.
Seffner, FL 33584
Samuel A. Warren(4).......................... 500 500 0 *
640 Glennairy Dr.
Atlanta, GA 30328
Peter A. Wheeler(4).......................... 900 900 0 *
1920 Sedgefield At
Brandon, FL 33511
Brian S. Wheless(4).......................... 400 400 0 *
1412 Dumont Dr.
Valrico, FL 33594
Darrel Thomas White(4)....................... 300 300 0 *
4016 Fawn Circle
Tampa, FL 33610
David A. Whitmer(4).......................... 150 150 0 *
807 W. Saunders St.
Plant City, FL 33566
Joan E. Adams Whoolery(4).................... 400 400 0 *
105 Hickory Lane
Seffner, FL 33584
Robert R. Wieczorek(4)....................... 60 60 0 *
4024 Samantha Ct.
Tallahassee, FL 32311
</TABLE>

17
<PAGE> 22

<TABLE>
<CAPTION>
SHARES
NUMBER OF SHARES NUMBER OF SHARES BENEFICIALLY
BENEFICIALLY OWNED REGISTERED FOR OWNED AFTER
NAME OF SELLING SHAREHOLDER AS OF MAY 31, 1999 SALE HEREBY(1) THE OFFERING(1)
- --------------------------- ------------------ ---------------- -----------------
NUMBER PERCENT
<S> <C> <C> <C> <C>
Brian Thomas Wilcox(4)....................... 50 50 0 *
1407 Gulfwood Ct.
Brandon, FL 33510
Karen A. Wilcox(4)........................... 100 100 0 *
1407 Gulfwood Ct.
Brandon, FL 33510
James Williams(4)............................ 300 300 0 *
1446 Craft St.
Tallahassee, FL 32301
Paul C. Willis(4)............................ 200 200 0 *
1806 Lake David Dr. NW.
Cullman, AL 35055
E. Carl Wilson(4)............................ 100 100 0 *
4755 16th St.
Zephyrhills, FL 33540
Judith D. Wilson(4).......................... 200 200 0 *
2215 Boxwood Way
Brandon, FL 33511
Mary K. Woodie(4)............................ 60 60 0 *
2237 Gabarone Blvd.
Auburndale, FL 33823
Donald Wright(4)............................. 400 400 0 *
7202 N. Pearl St.
Jacksonville, FL 32208
Stephen W. Wright(4)......................... 300 300 0 *
2548 Stieber
Westland, MI 48186
Fidel A. Yepes(4)............................ 40 40 0 *
7165 NW. 186 St. #A411
Miami, FL 33015
Terrance Zameroski(4)........................ 300 300 0 *
109 Mornington Circle
Woodstock, GA 30188
Mauricio Zamora(4)........................... 300 300 0 *
740 E. 8th St.
Hialeah, FL 33010
Todd Alan Zink(4)............................ 150 150 0 *
19220 One Norman Blvd.
Cornelius, NC 28031
Virginia W. Vogt TTEE(5)..................... 41,792 41,792 0 *
Virginia W. Vogt Charitable
Remainder Trust
U/A/D 11/16/98
Education Foundation, Inc.(6)................ 1,250 1,250 0 *
P.O. Box 2446
Hill, NC 27515
Griffin D. Winn(7)........................... 315,369 35,905 279,464 1.2%
4545 Langfield Road
Houston, Texas 77040
Lawrence M. Lange(7)......................... 375,769 35,905 339,864 1.5%
4545 Langfield Road
Houston, Texas 77040
</TABLE>

18
<PAGE> 23

- ---------------
* Less than 1%

(1) Assumes all shares offered hereby have been sold. Because the selling
shareholders may sell all, some or none of their 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 January 11, 1999, pursuant to a Stock Purchase Agreement between Hughes
Supply, Inc. and James B. Watkins, Jr., we acquired American Industrial
Precast Products, Inc. ("AIPP"), from Mr. Watkins, AIPP's sole shareholder,
for an aggregate base price of $7,900,000 (the "Base Price), subject to
adjustment, if necessary, to increase or decrease the Base Price to the
Final Adjusted Price (as defined in the Stock Purchase Agreement) to reflect
any change in the value of AIPP from the assumed value at the date of such
agreement. We paid the Base Price at closing by delivery: (i) to Mr. Watkins
of 19,230 shares of our common stock, valued at $26.001 per share,
representing an aggregate of $500,000; (ii) to Mr. Watkins of $5,920,000 in
cash; and (iii) in escrow of $1,480,000 in cash under the terms of the
Escrow Agreement (as defined in the Stock Purchase Agreement which escrowed
amount was released to Mr. Watkins on June 3, 1999). See Note (8) below.

(3) Pursuant to an Acquisition Agreement dated September 16, 1998 among Hughes
Supply, Inc., U.S. Fusion Services, Inc. ("U.S. Fusion"), David E. Rozier
and Raelyn Guy Lewis, we exchanged 88,235 shares of our common stock for all
of the outstanding shares of U.S. Fusion, subject to adjustment, if
necessary, to reflect any change in the net asset value of U.S. Fusion from
the assumed value at the date of the Acquisition Agreement to the value
determined under the Acquisition Agreement at the closing date. At closing
8,823 shares of our common stock were delivered under the terms of the
Escrow Agreement (as defined in the Acquisition Agreement). Of those 8,823
shares of our common stock, 8,509 shares have been released from escrow and
delivered to Messrs. Rozier and Lewis, U.S. Fusion's only shareholders prior
to its acquisition. See Note (8) below. On or about January 18, 1999, Raelyn
Guy Lewis transferred an aggregate of 10,500 shares of our common stock held
by him pursuant to the acquisition to Stacie A. Lewis.

(4) On January 30, 1998, pursuant to an Acquisition Agreement among Hughes
Supply, Inc., certain companies collectively referred to in the Acquisition
Agreement as "Chad Supply" and Chad Supply's shareholders, we exchanged
1,408,530 shares of our common stock for all of the outstanding shares of
Chad Supply and certain real estate leased to Chad Supply from its
shareholders. James M. Chadwell, a shareholder of Chad Supply, received
462,926 shares of our common stock in connection with the acquisition. Mr.
Chadwell subsequently donated certain shares of our common stock to other
persons, all of which shares are covered under this registration statement.

(5) On December 19, 1997, pursuant to an agreement (the "International
Agreement") by and among Hughes Supply, Inc. and International Supply
Company, Industrial International, Inc., International Supply of Austin,
Inc., International Supply of San Antonio, Inc., International Supply of
Houston, Inc. and International Supply of East Texas, Inc. (collectively
"International"), we acquired International from its shareholders for an
aggregate base price of $57,000,000, subject to adjustment, if necessary, 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 the consideration consisting of 965,142 shares of our
common stock (with an aggregate value of $27,023,976) and $18,716,000 in
cash. At closing, 241,289 shares of our common stock and $4,505,000 in cash
were delivered under the terms of an escrow agreement. All of the shares of
our common stock held in escrow were released and an additional 15,000
shares of our common stock were issued in accordance with the International
Agreement. John C.

19
<PAGE> 24

Vogt received 311,832 shares of our common stock in connection with the
acquisition. Mr. Vogt subsequently donated 41,792 to the Virginia Vogt
Charitable Remainder Trust, all of which shares are covered under this
registration statement.

(6) On April 23, 1998, pursuant to an agreement by and between Union Warehouse &
Realty Company ("Union"), its shareholders and Hughes Supply, Inc., we
acquired Union for an aggregate purchase price of $7,739,000 in the form of
satisfaction of certain indebtedness in the amount of $1,039,946.01 and by
delivery of consideration consisting of 188,709 shares of our common stock.
James C. Plyler, Jr., Anne Plyler Lee, William Weaver Plyler and James C.
Plyler, as Trustee and the Trust between James C. Plyler "Senior" and James
C. Plyler, "Trustee" were each shareholders of Union prior to its
acquisition. James C. Plyler subsequently donated 1,250 shares to the
Education Foundation, Inc. all of which shares are covered under this
Registration Statement.

(7) Pursuant to an Acquisition Agreement dated June 30, 1998 by and among Hughes
Supply, Inc., Winn-Lange Electric, Inc. ("Winn-Lange"), Griffin D. Winn,
Lawrence M. Lange and Daniel R. Ferrari, we exchanged 936,904 shares of our
common stock for (i) all of the outstanding shares of Winn-Lange, (ii) the
acquisition of certain real estate from the Winn-Lange shareholders (and
related parties) and (iii) the assumption and satisfaction of certain debt
owed to the Winn-Lange shareholders, subject to adjustment, if necessary, to
reflect any change in the net asset value of Winn-Lange from the assumed
value at the date of the Acquisition Agreement to the value determined under
the Acquisition Agreement at the closing date. At closing, 89,097 shares of
our common stock were delivered in escrow under the terms of an escrow
agreement. Of those escrowed shares, 75,590 shares have been released from
escrow and delivered to Messrs. Winn, Lange and Ferrari. See Note (8) below.

(8) The registration under the Securities Act of the shares offered hereby to
permit resale of the shares by the selling shareholders after the closing of
the share exchange was, in each case, a condition of the share exchange
under the applicable agreement.

20
<PAGE> 25

PLAN OF DISTRIBUTION

We are registering the shares of our common stock identified in this
Prospectus (the "Shares") on behalf of our shareholders identified under the
caption "Selling Shareholders" in this Prospectus (the "Selling Shareholders").
As used in this Prospectus, "Selling Shareholders" includes donees and pledgees
selling shares received from a named Selling Shareholder after the date of this
Prospectus. We will bear all costs, expenses and fees in connection with the
registration of the Shares. Brokerage commissions and similar selling expenses,
if any, attributable to the sale of Shares will be borne by the Selling
Shareholders. Sales of Shares may be effected by Selling Shareholders from time
to time in one or more types of transactions (which may include block
transactions) on the New York Stock Exchange (the "NYSE"), in the
over-the-counter market, in negotiated transactions, through put or call options
transactions relating to the Shares, through short sales of Shares, or a
combination of such methods of sale, at market prices prevailing at the time of
sale or at negotiated prices. Such transactions may or may not involve brokers
or dealers. The Selling Shareholders have advised us that they have not entered
into any agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their Shares. We have not retained an
underwriter or coordinating broker acting in connection with the proposed sale
of Shares by the Selling Shareholders.

If the Selling Shareholders effect such transactions through
broker-dealers, the broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the Selling Shareholders or the
purchasers of Shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or both (which compensation as to a particular
broker-dealer might exceed customary commissions).

The Selling Shareholders and any broker-dealers that act in connection with
the sale of Shares might be considered "underwriters" within the meaning of
Section 2(11) of the Securities Act, and any commissions received by such
broker-dealers and any profit on the resale of the Shares sold by them while
acting as principals might be deemed to be underwriting discounts or commissions
under the Securities Act. We have agreed to indemnify each Selling Shareholder
against certain liabilities, including liabilities arising under the Securities
Act. The Selling Shareholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of the Shares
against certain liabilities, including liabilities arising under the Securities
Act.

Because Selling Shareholders may be considered "underwriters" within the
meaning of Section 2(11) of the Securities Act, the Selling Shareholders will be
subject to the Prospectus delivery requirements of the Securities Act, which may
include delivery through the facilities of the NYSE pursuant to Rule 153 under
the Securities Act. We have informed the Selling Shareholders that the
anti-manipulative provisions of Regulation M promulgated under the Exchange Act
may apply to their sales in the market.

Upon our being notified by a Selling Shareholder that any material
arrangement has been entered into with a broker-dealer for the sale of Shares
through a block trade, or dealer, a supplement to this Prospectus will be filed,
if required, pursuant to Rule 424(b) under the Act, disclosing (i) the name of
each such Selling Shareholder and of the participating broker-dealer(s), (ii)
the number of shares involved, (iii) the price at which such shares were sold,
(iv) the commissions paid or discounts or concessions allowed to such broker-
dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any
investigation to verify the information set out or incorporated by reference in
this Prospectus and (vi) other facts material to the transaction.

LEGAL MATTERS

Certain legal matters with respect to the issuance of the Shares offered
hereby will be passed upon for us by our General Counsel, Benjamin P.
Butterfield, Esq.

21
<PAGE> 26

EXPERTS

The financial statements incorporated in this Prospectus by reference to
our Annual Report on Form 10-K for the year ended January 29, 1999, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent certified public accountants, given on the authority of said firm as
experts in auditing and accounting.

22
<PAGE> 27

- ------------------------------------------------------
- ------------------------------------------------------

YOU MAY RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. NEITHER WE
NOR THE SHAREHOLDERS OFFERING SHARES OF OUR COMMON STOCK HAVE AUTHORIZED ANYONE
TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS
PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR IS IT SEEKING AN OFFER
TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT
PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT ONLY AS OF
THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS
PROSPECTUS OR ANY SALE OF THESE SECURITIES.

NO ACTION IS BEING TAKEN IN ANY JURISDICTION OUTSIDE THE UNITED STATES TO
PERMIT AN OFFERING OF SECURITIES OR POSSESSION OR DISTRIBUTION OF THIS
PROSPECTUS IN ANY SUCH JURISDICTION. PERSONS WHO COME INTO POSSESSION OF THIS
PROSPECTUS IN JURISDICTIONS OUTSIDE THE UNITED STATES AND CANADA ARE REQUIRED TO
INFORM THEMSELVES ABOUT AND TO OBSERVE ANY RESTRICTIONS AS TO THIS OFFERING AND
THE DISTRIBUTION OF THIS PROSPECTUS APPLICABLE IN THAT JURISDICTION.
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------

229,161 SHARES

HUGHES SUPPLY, INC.
COMMON STOCK
------------------------

PROSPECTUS
------------------------
Dated June 8, 1999
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 28

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Hughes Supply, Inc. (the "Company") expects to incur the following expenses
in connection with the offering of the securities being registered. All the
amounts shown are estimated except for the Securities and Exchange Commission
registration fee, and all of said amounts will be paid by the Company.

<TABLE>
<S> <C>
Registration Fee -- Securities and Exchange Commission...... $ 1,744
Accounting fees and expenses................................ 4,500
Legal fees and expenses..................................... 15,000
Printing fees and expenses.................................. 8,000
Transfer Agent's fees and expenses.......................... 2,000
-------
Total............................................. $31,244
=======
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 607.0850 of the Florida Business Corporation Act permits, and in
some cases requires, the Company as a Florida corporation to indemnify a
director, officer, employee, or agent of the Company, or any person serving at
the request of the Company in any such capacity with respect to another entity,
against certain expenses and liabilities incurred as a party to any proceeding,
including, among others, a proceeding under the Securities Act of 1933, as
amended (the "Securities Act"), brought against such person by reason of the
fact that such person is or was a director, officer, employee, or agent of the
Company or is or was serving in such capacity with respect to another entity at
the request of the Company. With respect to actions, other than in the right of
the Company, such indemnification is permitted if such person acted in good
faith and in a manner such person reasonably believed to be in, or not opposed
to, the best interests of the Company, and with respect to any criminal action
or proceeding, if such person had no reasonable cause to believe his or her
conduct was unlawful. Termination of any such action by judgment, order,
settlement or conviction or a plea of nolo contendere, or its equivalent shall
not, of itself, create a presumption that such person did not act in good faith
and in a manner he or she reasonably believed to be in, or not opposed to, the
best interests of the Company, or with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her conduct was
unlawful.

With respect to any action threatened, pending or completed in the right of
the Company to procure a judgment in its favor against any such person, the
Company may indemnify any such person against expenses actually and reasonably
incurred by him or her in connection with the defense or settlement of such
action or suit, including the appeal thereof, if he or she acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed to, the
best interests of the Company, except that no indemnification shall be made in
respect of any claim, issue or matter as to which any such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his or her duties to the Company unless the Court in which the action was
brought determines that despite the adjudication of liability, but in view of
all the circumstances in the case, such person is fairly and reasonably entitled
to indemnity for such expenses.

Section 607.0850 also provides that if any such person has been successful
on the merits or otherwise in defense of any action, suit or proceeding, whether
brought in the right of the Company or otherwise, such person shall be
indemnified against expenses actually and reasonably incurred by him or her in
connection therewith.

If any director or officer does not succeed upon the merits or otherwise in
defense of an action, suit or proceeding, then unless pursuant to a
determination made by a court, indemnification by the Company shall be made only
as authorized in the specific case upon a determination that indemnification of
the director or

II-1
<PAGE> 29

officer is proper because he or she has met the applicable standard of conduct.
Any such determination may be made:

(a) By the Board of Directors by a majority vote of a quorum
consisting of directors who are not parties to such action, suit, or
proceeding;

(b) If such a quorum is not obtainable or, even if obtainable, by a
majority vote of a committee duly designated by the Board of Directors (in
which directors who are parties may participate) consisting solely of two
or more directors not at the time parties to the proceeding;

(c) By independent legal counsel selected by the Board of Directors
prescribed in paragraph (a) or the committee prescribed in paragraph (b);
or if a quorum of the directors cannot be obtained for paragraph (a) or the
committee cannot be designated under paragraph (b) selected by a majority
vote of the full Board of Directors (in which directors who are parties may
participate); or

(d) By the shareholders by a majority vote of a quorum consisting of
shareholders who were not parties to the proceeding or, if no such quorum
is obtainable, by a majority vote of shareholders who were not parties to
such proceedings.

Section 607.0850 also contains a provision authorizing corporations to
purchase and maintain liability insurance on behalf of its directors and
officers. For some years the Company has maintained an insurance policy which
insures directors and officers of the Company against amounts the director or
officer is obligated to pay in respect of his legal liability, whether actual or
asserted, for any negligent act, any error, any omission or any breach of duty
which, subject to the applicable limits and terms of the policy, include
damages, judgments, settlements, costs of investigation, and costs, charges and
expenses incurred in the defense of actions, suits, or proceedings or appeals
thereto, subject to the exceptions, limitations and conditions set forth in the
policy.

ITEM 16. EXHIBITS.

The following items are filed as exhibits to this registration statement:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
4.1 -- Restated Articles of Incorporation of the Company, as
amended (Incorporated by reference to Exhibit 3.1 of the
Company's Quarterly Report on Form 10-Q for the quarter
ended April 30, 1997 as filed with the Commission)
4.2 -- Form of Articles of Amendment to Restated Articles of
Incorporation of the Company (Incorporated by reference to
Exhibit 99.2 to the Company's Registration Statement on Form
8-A dated May 22, 1998 as filed with the Commission)
4.3 -- Composite By-laws of the Company, as amended (Incorporated
by reference to Exhibit 3.2 to the Company's Annual Report
on Form 10-K for the fiscal year ended January 30, 1998 as
filed with the Commission)
4.4 -- Form of certificate representing shares of the Company's
common stock, $1.00 par value (Incorporated by reference to
Exhibit 4.1 of the Company's Quarterly Report on Form 10-Q
for the quarter ended July 31, 1997 as filed with the
Commission)
4.5 -- Rights Agreement dated as of May 20, 1998 between Hughes
Supply, Inc. and American Stock Transfer & Trust Company
(Incorporated by reference to Exhibit 99.2 to the Company's
Registration Statement on Form 8-A dated May 22, 1998 as
filed with the Commission)
5.1 -- Opinion of Benjamin P. Butterfield, Esq.
23.1 -- Consent of PricewaterhouseCoopers LLP
23.2 -- Consent of Benjamin P. Butterfield, Esq. appears in his
opinion filed as Exhibit 5.1
24.1 -- Power of Attorney (included in the signature page in Part II
of the Registration Statement)
</TABLE>

II-2
<PAGE> 30

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13 (a) or 15 (d) of the
Securities Act of 1934 (and where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15 (d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described under Item 15 above or otherwise,
the Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. If a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
in the successful defense of any action, suit or proceeding) is asserted against
the Company by a director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

The undersigned registrant hereby undertakes:

(1) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b) (1) or (4) or 497(h) under the Securities Act of 1933 shall be
deemed to be part of this registration statement as of the time it was
declared effective.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

(3) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement.

(4) That, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and an offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

(5) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

II-3
<PAGE> 31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of Orlando, State of Florida, on this 8th day of June,
1999.

HUGHES SUPPLY, INC.

By: /s/ DAVID H. HUGHES

------------------------------------
David H. Hughes
Chairman of the Board and
Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David H. Hughes and J. Stephen Zepf, or any of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any or all amendments to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto each of said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully as to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ DAVID H. HUGHES Chairman of the Board and Chief June 8, 1999
- --------------------------------------------------- Executive Officer (principal
David H. Hughes executive officer)

/s/ J. STEPHEN ZEPF Treasurer and Chief Financial June 8, 1999
- --------------------------------------------------- Officer (principal financial and
J. Stephen Zepf accounting officer)

/s/ A. STEWART HALL, JR. Director June 8, 1999
- ---------------------------------------------------
A. Stewart Hall, Jr.

/s/ VINCENT S. HUGHES Director June 8, 1999
- ---------------------------------------------------
Vincent S. Hughes

/s/ JOHN D. BAKER II Director June 8, 1999
- ---------------------------------------------------
John D. Baker II
</TABLE>

II-4
<PAGE> 32

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ ROBERT N. BLACKFORD Director June 8, 1999
- ---------------------------------------------------
Robert N. Blackford

/s/ H. CORBIN DAY Director June 3, 1999
- ---------------------------------------------------
H. Corbin Day

/s/ WILLIAM P. KENNEDY Director June 8, 1999
- ---------------------------------------------------
William P. Kennedy
</TABLE>

II-5
<PAGE> 33

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
4.1 -- Restated Articles of Incorporation of the Company, as
amended (Incorporated by reference to Exhibit 3.1 of the
Company's Quarterly Report on Form 10-Q for the quarter
ended April 30, 1997 as filed with the Commission)
4.2 -- Form of Articles of Amendment to Restated Articles of
Incorporation of the Company (Incorporated by reference to
Exhibit 99.2 to the Company's Registration Statement on Form
8-A dated May 22, 1998 as filed with the Commission)
4.3 -- Composite By-laws of Company, as amended (Incorporated by
reference to Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the fiscal year ended January 30, 1998 as
filed with the Commission)
4.4 -- Form of certificate representing shares of the Company's
common stock, $1.00 par value (Incorporated by reference to
Exhibit 4.1 of the Company's Quarterly Report on Form 10-Q
for the quarter ended July 31, 1997 as filed with the
Commission)
4.5 -- Rights Agreement dated as of May 20, 1998 between Hughes
Supply, Inc. and American Stock Transfer & Trust Company
(Incorporated by reference to Exhibit 99.2 to the Company's
Registration Statement on Form 8-A dated May 22, 1998 as
filed with the Commission)
5.1 -- Opinion of Benjamin P. Butterfield, Esq.
23.1 -- Consent of PricewaterhouseCoopers LLP
23.2 -- Consent of Benjamin P. Butterfield, Esq. appears in his
opinion filed as Exhibit 5.1
24.1 -- Power of Attorney (included in the signature page in Part II
of the Registration Statement)
</TABLE>

<PAGE> 1

EXHIBIT 5.1

June 8, 1999

Hughes Supply, Inc.
20 North Orange Avenue
Suite 200
Orlando, Florida 32801

Re: Registration Statement on Form S-3

Gentlemen:

I am the general counsel of Hughes Supply, Inc., a Florida corporation (the
"Company"). I am furnishing this opinion in connection with the preparation and
filing by the Company of a Registration Statement on Form S-3 (the "Registration
Statement") relating to the proposed sale of up to 229,161 shares of common
stock, par value $1.00 per share (the "Common Stock") of the Company by and for
the accounts of those individuals listed under the "Selling Shareholders"
caption of the Registration Statement (collectively, the "Selling
Shareholders").

I have examined copies of (i) the Restated Articles of Incorporation, as
amended and the composite By-laws, as amended of the Company, (ii) the
Registration Statement, and (iii) such other corporate records and documents as
I deemed necessary to form the basis for this opinion. In my examination of such
material, I have assumed the genuineness of all signatures, the authenticity of
all documents submitted to me as originals, and the conformity to original
documents of all copies submitted to me. As to questions of fact material to
such opinion, I have relied upon statements of officers and representatives of
the Company and others.

Based on the foregoing, it is my opinion that the shares of Common Stock
being registered will, when sold as contemplated in the prospectus (the
"Prospectus") forming a part of the Registration Statement, be legally issued,
fully paid and nonassessable shares of Common Stock of the Company.

I hereby consent to the reference to me in the Registration Statement and
in the Prospectus, which constitutes a part thereof, as the attorney who will
pass on certain legal matters in connection with the proposed sale of the Common
Stock by the Selling Shareholders and to the filing of this opinion as an
exhibit to the Registration Statement.

Very truly yours,

/s/ BENJAMIN P. BUTTERFIELD

Benjamin P. Butterfield

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated March 19, 1999 relating to the
financial statements, which appears on page 27 of the 1999 Annual Report to
Shareholders of Hughes Supply, Inc., which is incorporated by reference in
Hughes Supply, Inc.'s Annual Report on Form 10-K for the year ended January 29,
1999. We also consent to the reference to us under the heading "Experts" in such
Registration Statement.

/s/ PRICEWATERHOUSECOOPERS LLP

PRICEWATERHOUSECOOPERS LLP

Orlando, Florida
June 3, 1999