-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WJx8+QcAxHmwhBWCqf6+XLxX1mHNoXfn0NCBK10ATBhCZ1k7wqv8M0ntqJtsRXVm VZyFsiW5uDDvHGMtqSsbQw== 0000950144-97-007925.txt : 19970721 0000950144-97-007925.hdr.sgml : 19970721 ACCESSION NUMBER: 0000950144-97-007925 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970718 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUGHES SUPPLY INC CENTRAL INDEX KEY: 0000049029 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES [5063] IRS NUMBER: 590559446 STATE OF INCORPORATION: FL FISCAL YEAR END: 0125 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-31523 FILM NUMBER: 97642158 BUSINESS ADDRESS: STREET 1: 20 N ORANGE AVE, STE 200 STREET 2: P O BOX 2273 CITY: ORLANDO STATE: FL ZIP: 32802-2273 BUSINESS PHONE: 4078414755 S-3 1 HUGHES SUPPLY, INC. FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 17, 1997 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- HUGHES SUPPLY, INC. (Exact Name of Registrant as Specified in Its Charter) --------------------- FLORIDA 59-0559446 (State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Number) Organization)
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: MARK A. LOEFFLER, ESQ. POWELL, GOLDSTEIN, FRAZER & MURPHY LLP SIXTEENTH FLOOR 191 PEACHTREE STREET, N.E. ATLANTA, GEORGIA 30303 (404) 572-6600 --------------------- 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. [ ] 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. [ ] --------------------- CALCULATION OF REGISTRATION FEE
============================================================================================================================= PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM AMOUNT OF TITLE OF SECURITIES TO BE AGGREGATE PRICE AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE - ----------------------------------------------------------------------------------------------------------------------------- Common Stock par value $1.00 per share....... 449,751 shares $26.33 $11,841,944 $3,588.00 - ----------------------------------------------------------------------------------------------------------------------------- Rights to purchase Series A Junior Participating Preferred Stock, no par value per share(2)............................... 449,751 rights N/A N/A N/A =============================================================================================================================
(1) Estimated solely for the purpose of determining the registration fee and calculated in accordance with Rule 457(c) under the Securities Act on the basis of the last reported sale price of the Company's Common Stock on July 17, 1997, as reported by the New York Stock Exchange and after giving effect to the three-for-two stock split applicable for shareholders of record as of July 10, 1997. Issue date for the additional shares was July 17, 1997. (2) The rights to purchase the Series A Junior Participating Preferred Stock will be attached to and traded with shares of the Company's Common Stock. Value attributable to such rights, if any, will be reflected in the market price of the shares of the Company'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. ================================================================================ 2 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. PROSPECTUS SUBJECT TO COMPLETION DATED JULY 17, 1997 449,751 SHARES HUGHES SUPPLY, INC. COMMON STOCK --------------------- This prospectus (this "Prospectus") relates to the offering by the selling shareholders named herein (the "Selling Shareholders") of up to an aggregate of 449,751 shares of Common Stock, par value $1.00 per share (the "Common Stock"), of Hughes Supply, Inc., a Florida corporation ("Hughes Supply" or the "Company"), consisting of: (i) 1,061 shares of Common Stock (the "CWI Shares") issued pursuant to the Acquisition Agreement (the "CWI Agreement") dated November 5, 1996 by and among the Company, Coastal Wholesale, Inc., a Florida corporation ("CWI"), and the shareholders of CWI; (ii) 7,869 shares of Common Stock (the "Gulf Pool Shares") issued pursuant to the Acquisition Agreement (the "Gulf Pool Agreement") dated February 10, 1997 by and among the Company, Gulf Pool Equipment Co. ("Gulf Pool"), and Gulf Pool Holding Company, Inc. ("GPH"), each a Texas corporation, and Dennis E. Tottenham; (iii) 137,932 shares of Common Stock (the "Dominion Shares") issued pursuant to the Acquisition Agreement (the "Dominion Agreement") dated May 5, 1997 by and among the Company, Dominion Pipe & Supply Co., and Dominion Pipe Fabricators, Incorporated, each a Virginia corporation (collectively "Dominion"), and the shareholders of Dominion; and (iv) 302,889 shares of Common Stock (the "Gilleland Shares") issued pursuant to the Acquisition Agreement (the "Gilleland Agreement") dated June 25, 1997 by and among the Company, Gilleland Products, Inc., a Georgia corporation ("Gilleland"), and the shareholder of Gilleland. The CWI Shares, the Gulf Pool Shares, the Dominion Shares and the Gilleland Shares, are collectively referred to herein as the "Shares." The Shares, when sold, will be sold by and for the account of the Selling Shareholders. The Company will not receive any proceeds from the sale of the Shares by the Selling Shareholders. See "Use of Proceeds." The Company's Common Stock is listed on the New York Stock Exchange, Inc. (the "NYSE") under the symbol "HUG." On July 17, 1997, the last sale price for the Common Stock as reported on the NYSE was $26.33 per share, which price gives effect to the three-for-two stock split applicable for shareholders of record as of July 10, 1997. Issue date for the additional shares was July 17, 1997. All expenses relating to the distribution of the Shares shall be borne by the Company, other than selling commissions and fees and expenses of counsel and other representatives of the Selling Shareholders. See "Plan of Distribution." SEE "RISK FACTORS" BEGINNING ON PAGE 8 OF THIS PROSPECTUS FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN EVALUATING AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY. --------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------------- The Company has been advised by the Selling Shareholders that the Selling Shareholders, acting as principals for their own accounts, directly, through agents designated from time to time, or to or through broker-dealers or underwriters also to be designated, may sell all or a portion of the Shares offered hereby from time to time on terms to be determined at the time of sale. The aggregate proceeds to the Selling Shareholders from the sale of the Shares sold by the Selling Shareholders pursuant to this Prospectus will be the purchase price of such shares less any commissions. See "Plan of Distribution." Any broker-dealers, agents or underwriters that participate with the Selling Shareholders in the distribution of the Shares may be deemed "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), in which event any commissions received by such broker-dealers, agents or underwriters and any profit on the resale of the Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. --------------------- The date of this Prospectus is July , 1997. 3 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549-1104, and at the following regional offices of the Commission: New York Regional Office, Seven World Trade Center, 13th Floor, New York, New York 10048; and Chicago Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can also be obtained from the Public Reference Section of the Commission at prescribed rates at the principal office of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission maintains a World Wide Web site at http://www.sec.gov. containing reports, proxy and information statements and other information regarding registrants, including the Company, that file electronically with the Commission. In addition, the Common Stock of the Company is traded on the NYSE, and such reports, proxy statements and other information concerning the Company can also be inspected at the offices of the NYSE, Room 401, 20 Broad Street, New York, New York 10005. The right to purchase one one-hundredth of a share of the Company's Series A Junior Participating Preferred Stock, no par value per share (collectively, "Rights"), is attached to each share of Common Stock, including each share of Common Stock offered hereby. Any reference in this Prospectus to the Common Stock shall include such Rights. This Prospectus, which constitutes part of the Registration Statement on Form S-3 (Registration No. 333- ) (the "Registration Statement") filed by the Company with the Commission under the Securities Act, omits certain of the information contained in the Registration Statement. Reference is hereby made to the Registration Statement and to the exhibits relating thereto for further information with respect to the Company and the securities offered hereby. This Prospectus does not contain all information set forth in the Registration Statement. Certain parts of the Registration Statement have been omitted in accordance with the rules and regulations of the Commission. For further information, reference is made to the Registration Statement which can be inspected at the public reference rooms at the offices of the Commission. 2 4 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents or portions thereof, filed by the Company with the Commission under the Exchange Act and the Securities Act, are incorporated herein by reference: (a) Hughes Supply's Annual Report on Form 10-K (File No. 001-08772) for the year ended January 31, 1997; (b) Hughes Supply's Quarterly Report on Form 10-Q (File No. 001-08772) for the quarter ended April 30, 1997; (c) Hughes Supply's Proxy Statement for the Annual Meeting of Shareholders held on May 20, 1997; and (d) Hughes Supply's Registration Statement on Form S-3 (File No. 333-27937), as filed with the Commission on May 28, 1997. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering shall be deemed to be incorporated by reference in this Prospectus and to be a part of this Prospectus from the date of filing thereof. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or to any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company hereby undertakes to provide without charge to each person to whom a copy of this Prospectus has been delivered, upon the written or oral request of any such person, a copy of any or all of the documents referred to above which shall have been or may be incorporated in this Prospectus by reference (not including exhibits to such information, unless such exhibits are specifically incorporated by reference into such information). Requests for such copies shall be directed to Hughes Supply, Inc., Attention: J. Stephen Zepf, Treasurer and Chief Financial Officer, at 20 North Orange Avenue, Suite 200, Orlando, Florida 32801, telephone (407) 841-4755. 3 5 PROSPECTUS SUMMARY The following summary is qualified in its entirety by the more detailed information and the consolidated financial statements and related notes thereto incorporated by reference in this Prospectus. As used in this Prospectus, unless the context indicates otherwise, the terms "Company" and "Hughes Supply" mean Hughes Supply, Inc., its subsidiaries and its predecessors. The Company's fiscal year ends on the last Friday in January of each year. THE COMPANY Hughes Supply is one of the largest diversified wholesale distributors of materials, equipment and supplies for the construction and industrial markets operating primarily in the southeastern and midwestern United States. As of January 31, 1997, the Company distributed more than 130,000 products through 272 branches located in 25 states and Puerto Rico. The Company's customers are subcontractors, general contractors, utilities, municipalities and manufacturers. Management believes that the Company holds a significant market share in a majority of its local markets and is one of the largest distributors of its range of products in the southeastern and midwestern United States. The Company's largest geographic market is Florida (representing approximately 36% of fiscal 1997 net sales), which is one of the largest commercial and residential construction markets in the United States. The products which the Company distributes are used in new construction for commercial, residential, utility and industrial applications and for replacement and renovation projects. Such products include materials and supplies associated with the Company's nine major product groups as follows: electrical; plumbing; water and sewer; air conditioning and heating; industrial pipe, valves and fittings; building materials; electric utilities; water systems; and pool equipment and supplies. Each product group is sold by the Company's own specialized and experienced sales force consisting of outside sales representatives and inside account executives. Management believes that the Company's mix of commercial, residential, utility and industrial business, geographic diversification and multiple product groups reduces the impact of economic cycles on the Company's net sales and profitability. Management believes that no other company competes against it across all of its product groups. The Company's principal business objective is to achieve profitable growth, both internally and through selective acquisitions, primarily in existing and contiguous geographic markets. The Company has grown internally through increases in comparable branch net sales and new branch openings and the addition of new product groups. Since January 29, 1993, the Company has opened 36 new branches (exclusive of new branches acquired through acquisitions). In addition, the Company continues to pursue an active acquisition program as a result of opportunities presented by the substantial size and highly fragmented ownership structure of its industry. Based upon estimates available to the Company, industry sales in the United States of products sold by the Company exceeded $100 billion in 1996, and no wholesale distributor of these products accounted for more than 2% of the total market. Since January 29, 1993, the Company has completed 39 acquisitions representing 127 branches. In addition to increased geographic penetration, acquisitions often provide opportunities for the Company to gain market share and to enhance and diversify product offerings. Management believes that the most cost effective way for the Company to enter new geographic markets is through acquisitions. All of the Company's significant acquisitions have been accretive to the Company's earnings per share. The Company's acquisition strategy is to acquire profitable distribution businesses with strong management and well-developed market positions and customer franchises. Acquisitions can generally be categorized as fill-in acquisitions or new market acquisitions. Fill-in acquisitions are generally smaller in size and represent new branches within existing product groups and existing geographic markets. Since January 29, 1993, the Company has completed fill-in acquisitions of 36 branches, and management believes that significant additional fill-in acquisition opportunities are available. New market acquisitions represent the addition of new product groups, within related commercial construction and industrial products categories, or the entry into new geographic markets, or both. During the 4 6 last four fiscal years, the Company has increasingly focused on new market acquisitions with the goal of adding products and product groups with higher gross margins, increasing sales to the replacement and industrial markets (which tend to be less cyclical than new construction markets), achieving greater geographic diversification and developing additional opportunities for future fill-in acquisitions and new branch openings. Recent new market acquisitions completed by the Company include: (i) The Treaty Distribution Group, resulting in a significant increase in the Company's water and sewer products business in new geographic markets; (ii) Moore Electric Supply, Inc., resulting in a significant increase in the Company's electrical products business in new geographic markets; (iii) Florida Pipe & Supply Company, the Company's initial entry into the industrial pipe, valve and fitting market; (iv) Electric Laboratories and Sales Corporation and ELASCO Agency Sales, Inc. (collectively, "ELASCO"), resulting in a significant increase in the Company's electric utilities business in new geographic markets; (v) PVF Holdings, Inc., resulting in a significant increase in the Company's industrial pipe, valve and fitting business in new geographic markets; (vi) Sunbelt Supply Co., resulting in a significant increase in the Company's valve and fitting business in new geographic markets; and (vii) Metals, Incorporated, Stainless Tubular Products, Inc., and Metals, Inc. -- Gulf Coast Division, resulting in a significant increase in the Company's specialty pipe, valve and fitting business as well as the metal fabrication business in new geographic markets. The Company's operating strategy is based on decentralizing customer related functions at the branch level, such as sales and local inventory management, and centralizing certain administrative functions at the corporate level, such as credit, human resources, finance and accounting, legal and management information systems. Other key elements of the Company's operating strategy include: - Comprehensive and diversified product groups; - Superior customer service; - Local market focus; - Well-trained and experienced workforce; and - Volume purchasing power. Hughes Supply differentiates itself from consumer-oriented, large format, do-it-yourself ("DIY") home center retailers with respect to the type of customer served, breadth of products offered and level of service provided. Management believes that the Company's customers, unlike DIY customers, are typically professionals who choose their building materials suppliers primarily on the basis of product availability, price, relationships with sales personnel, and the quality and scope of services offered by such suppliers. Furthermore, professional customers generally buy in large volumes, are involved in ongoing jobs or projects lasting months or years resulting in repeat buying situations, and require specialized services not typically provided by large format DIY home center retailers. Customer services provided by the Company include credit, design assistance, material specifications, scheduled job site delivery, job site visits to ensure satisfaction, technical product services, including blueprint take-off and computerized order quotes, and assistance with product returns. Accordingly, the Company has been able to serve customer groups that large format DIY home center retailers generally do not emphasize. As a result of the Company's operating and acquisition strategies, net sales increased to $1.5 billion in fiscal 1997 from $827.3 million in fiscal 1994, a compound annual growth rate of 22.4%; operating income increased to $59.3 million in fiscal 1997 from $16.8 million in fiscal 1994, a compound annual growth rate of 52.2%; and the number of branches increased to 272 branches at the end of fiscal 1997 from 151 branches at the end of fiscal 1994, a compound annual growth rate of 22.2%. Hughes Supply was founded as a general partnership in Orlando, Florida in 1928 and was incorporated as a Florida corporation in 1947. The Company's executive offices are located at 20 North Orange Avenue, Suite 200, Orlando, Florida 32801, and its telephone number is (407) 841-4755. 5 7 RISK FACTORS For a discussion of certain factors that should be considered by prospective purchasers of the Common Stock offered hereby, see "Risk Factors." FORWARD-LOOKING STATEMENTS This Prospectus, including the information incorporated by reference herein, includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and is subject to the safe-harbor created by such sections. When used in this Prospectus, the words "believe," "anticipate," "estimate," "expect," and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. The Company's actual results may differ significantly from the results discussed in such forward-looking statements. Certain factors that might cause such differences include, but are not limited to, the "Risk Factors" described herein. THE OFFERING(1) Common Stock being offered hereby........................... 449,751 shares Common Stock outstanding (as of July 17, 1997)(2)........... 17,915,866 shares Common Stock to be outstanding after this offering(3)....... 17,915,866 shares NYSE symbol................................................. HUG
- --------------- (1) Share amounts have been restated to give retroactive effect to the three-for-two stock split applicable for shareholders of record as of July 10, 1997. Issue date for the additional shares was July 17, 1997. (2) Includes all shares offered hereby. (3) Assumes all shares offered hereby have been sold. Because the Selling Shareholders may sell all, some or none of the respective shares pursuant to this Prospectus, no actual estimate can be made of the aggregate number of shares that each Selling Shareholder will own upon completion of the offering to which this Prospectus relates. 6 8 SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
FISCAL YEARS ENDED THREE MONTHS ENDED ------------------------------------------------------------------- --------------------- JANUARY 31, JANUARY 26, JANUARY 27, JANUARY 28, JANUARY 29, APRIL 30, APRIL 30, 1997 1996 1995 1994 1993 1997 1996 ----------- ----------- ----------- ----------- ----------- --------- --------- STATEMENTS OF INCOME DATA: Net sales............ $1,516,088 $1,242,446 $994,811 $827,251 $676,465 $421,385 $349,500 Cost of sales........ 1,200,179 989,214 797,123 664,696 547,636 332,224 280,157 ---------- ---------- -------- -------- -------- -------- -------- Gross profit......... 315,909 253,232 197,688 162,555 128,829 89,161 69,343 Operating expenses... 256,636 213,946 170,617 145,749 119,340 73,558 59,833 ---------- ---------- -------- -------- -------- -------- -------- Operating income..... 59,273 39,286 27,071 16,806 9,489 15,603 9,510 Interest expense..... 13,520 9,380 6,414 6,048 5,774 3,981 2,461 Interest and other income............. 5,953 4,961 3,203 3,679 4,072 1,234 1,595 ---------- ---------- -------- -------- -------- -------- -------- Income before income taxes.............. 51,706 34,867 23,860 14,437 7,787 12,856 8,644 Income taxes......... 19,178 11,661 7,979 4,710 1,734 5,079 3,121 ---------- ---------- -------- -------- -------- -------- -------- Net income........... $ 32,528 $ 23,206 $ 15,881 $ 9,727 $ 6,053 $ 7,777 $ 5,523 ========== ========== ======== ======== ======== ======== ======== Earnings per share:(3) Primary............ $ 2.05 $ 1.82 $ 1.34 $ 0.95 $ 0.60 $ 0.44 $ 0.42 ========== ========== ======== ======== ======== ======== ======== Fully diluted...... $ 2.05 $ 1.80 $ 1.32 $ 0.90 $ 0.60 $ 0.44 $ 0.42 ========== ========== ======== ======== ======== ======== ======== Cash dividends per share(3)........... $ 0.25 $ 0.20 $ 0.15 $ 0.11 $ 0.08 $ 0.07 $ 0.06 ========== ========== ======== ======== ======== ======== ======== Pro forma earnings per share:(1)(3) Primary............ $ 2.00 $ 1.62 $ 1.21 $ .85 $ .50 N/A $ 0.39 Fully diluted...... $ 2.00 $ 1.61 $ 1.20 $ .81 $ .50 N/A $ 0.39 OPERATING DATA: Branches at end of period............. 272 226 182 151 136 297 230 Comparable branch sales increases (decreases)(2)..... 8% 11% 14% 18% (1%) 10% 12%
AS OF AS OF JANUARY 31, 1997 APRIL 30, 1997 ---------------- -------------- BALANCE SHEET DATA (END OF PERIOD): Working capital............................................. $330,388 $336,749 Total assets................................................ 649,502 712,591 Long-term debt, less current portion........................ 221,988 230,438 Shareholders' equity........................................ 278,934 287,861
- --------------- (1) Pro forma earnings per share assumes that the earnings of ELASCO, a Subchapter S corporation acquired by the Company on April 26, 1996, and Metals, Incorporated and Stainless Tubular Products, Inc., also Subchapter S corporation acquired by the Company on January 24, 1997, would have been taxed at the Company's effective rate for each period presented. (2) Comparable branch sales increases (decreases) are calculated for each period presented by comparing the net sales results in the period with the net sales results for the comparable prior year period (for branches that were open for the entire duration of both periods). (3) All per share data has been restated to give retroactive effect to the three-for-two stock split applicable for shareholders of record as of July 10, 1997. Issue date for the additional shares was July 17, 1997. 7 9 RISK FACTORS In addition to the other information included or incorporated by reference in this Prospectus, prospective investors should consider carefully the following information relating to the Company and the Common Stock before making an investment in the Common Stock offered hereby. RISKS OF ACQUISITION STRATEGY A significant portion of the Company's growth strategy is based upon the acquisition of other building products businesses. During the normal course of its business, the Company pursues suitable acquisition opportunities in selected markets. There can be no assurance, however, that the Company will be able to continue to identify and acquire appropriate businesses or obtain financing for such acquisitions on satisfactory terms. In addition, no assurance can be given that the Company will be successful in integrating acquired businesses into its existing operations, or that such integration will not result in unforeseen operational difficulties or require a disproportionate amount of management's attention. Future acquisitions may be financed through the incurrence of additional indebtedness or through the issuance of Common Stock, Preferred Stock or the issuance of equity-linked securities, which may be dilutive to the Company's shareholders. Furthermore, there can be no assurance that competition for acquisition opportunities in the building products industry will not escalate, thereby increasing the cost to the Company of making further acquisitions or causing the Company to refrain from making further acquisitions. DEPENDENCE ON CONSTRUCTION MARKETS, ESPECIALLY IN FLORIDA Demand for the Company's products depends to a significant degree on the commercial, residential and industrial construction markets. The level of activity in the commercial construction market depends largely on vacancy and absorption rates, interest rates, regional economic outlooks, the availability of financing and general economic conditions. The level of activity in the residential construction market depends on new housing starts and residential renovation projects, which are a function of many factors, including interest rates, availability of financing, housing affordability, unemployment, demographic trends, gross domestic product growth and consumer confidence. The level of activity in the industrial construction market is linked to the industrial economic outlook, corporate profitability, interest rates and capacity utilization. Consequently, the level of activity in the commercial, residential and industrial construction markets is determined by factors that are not within the Company's control. Moreover, since such markets are sensitive to cyclical changes in the economy, future downturns in the economy or lack of further improvement in the economy could negatively affect the Company's results of operations, especially in Florida which accounted for approximately 36% of the Company's net sales in fiscal 1997. UNCERTAINTY OF SUPPLY AND PRICE OF PRODUCTS The Company distributes construction materials and supplies manufactured by over 6,000 manufacturers and suppliers, no one of which accounted for more than 5% of the Company's total purchases during fiscal 1997. Although the Company has a widely diversified base of suppliers, future supply shortages may occur from time to time as a result of unanticipated demand or production difficulties. In such cases, suppliers often allocate products among distributors, which could have a short-term adverse effect on the Company's results of operations. Although the Company has entered into strategic partnerships with certain suppliers, if the Company fails to maintain such strategic partnerships or if such suppliers cease to offer competitive pricing terms, the Company's results of operations may be adversely affected. COMPETITION The building products industry is highly competitive and fragmented. The principal competitive factors in the Company's business are availability of materials and supplies, pricing of products, availability of credit, technical product knowledge as to application and usage, and advisory and other service capabilities. The Company competes with other wholesalers, manufacturers who sell certain lines directly to contractors and other customers of the Company and, to a limited extent, retailers in the markets for plumbing, electrical 8 10 fixtures and supplies, building materials, pool supplies and contractor's tools. The Company's competition varies by product line, customer classification and geographic market. No assurance can be given that the Company will be able to respond effectively to the competitive pressures created by those entities, especially since certain of those entities have substantially greater financial and other resources than those of the Company. RELIANCE ON EXECUTIVE OFFICERS The Company is highly dependent upon the skills, experience and efforts of its executive officers. Loss of the services of one or more of the Company's executive officers could have a material adverse effect on the Company's business and development. The Company's continued growth also depends in part on its ability to attract and retain qualified managers, salespersons and other key employees, and on its executive officers' ability to manage growth successfully. No assurance can be given that the Company will be able to attract and retain such employees or that such executive officers will be able to manage growth successfully. LIMITATIONS ON PAYMENT OF DIVIDENDS The amount of future dividends, as well as the decision to pay any dividends, in respect of the Common Stock will depend on the Company's results of operations, capital requirements and financial condition and other factors that the Board of Directors deems relevant. In addition, certain debt instruments and agreements to which the Company and its subsidiaries are or may in the future become parties contain or may contain restrictive covenants and provisions that limit the amount of dividends payable by the Company. VOLATILITY OF MARKET PRICE FOR COMMON STOCK There may be significant volatility in the market price for the Common Stock. Operating results of the Company or of other companies participating in the building products industry, changes in general economic conditions and the financial markets, or other developments affecting the Company or its competitors could cause the market price for the Common Stock to fluctuate substantially. See "Dependence on Construction Markets, Especially in Florida" above. USE OF PROCEEDS The Common Stock offered hereby is being offered for the accounts of the respective Selling Shareholders. The Company will receive no proceeds from the sale of such shares. 9 11 SELLING SHAREHOLDERS The following table sets forth certain information regarding the ownership of the Common Stock by each of the Selling Shareholders. Each of the Selling Shareholders has sole voting and investment power with respect to such shares. All per share data in the table and corresponding footnotes has been restated to give retroactive effect to the three-for-two stock split applicable for shareholders of record as of July 10, 1997. Issue date for the additional shares was July 17, 1997.
SHARES BENEFICIALLY OWNED AFTER THE NUMBER OF SHARES NUMBER OF SHARES OFFERING(1) NAME OF SELLING BENEFICIALLY OWNED AS REGISTERED FOR ---------------- SHAREHOLDER OF JULY 17, 1997 SALE HEREBY(1) NUMBER PERCENT --------------- --------------------- ---------------- ------ ------- H. Clayton Arnold as Trustee(2).............. 39,578 381 39,578 * of the H. Clayton Arnold Revocable Trust dated September 22, 1993 612 Kingfish Road North Palm Beach, FL 33408 Kathleen G. Arnold as Trustee(2)............. 26,447 255 26,447 * of the Kathleen G. Arnold Revocable Trust dated September 22, 1993 612 Kingfish Road North Palm Beach, FL 33408 Gregory H. Arnold(2)......................... 43,974 425 43,974 * 114 Cape Point Circle Jupiter, FL 33477 Gulf Pool Equipment Co.(3)................... 78,689 7,869 78,689 * 10430 Gulfdale San Antonio, Texas 78216 Patrick L. Brewer(4)......................... 50,151 50,151 0 * 7493 Hidden Lake Circle Mechanicsville, VA 23111 Michael C. Leadman(4)........................ 12,539 12,539 0 * 1102 Elaine Avenue Martinsburg, WV 25401 Robert S. Clay(4)............................ 18,813 18,813 0 * 2604 Avenham Avenue Roanoke, VA 24014 David Burns(4)............................... 18,813 18,813 0 * 1812 Ashbury Drive Roanoke, VA 24012 William J. Douglas(4)........................ 25,077 25,077 0 * 2401 Nollville Road Martinsburg, WV 25401 Owen P. Sigmon, Jr.(4)....................... 12,539 12,539 0 * 7155 Creighton Road Mechanicsville, VA 23111 Earl Gilleland(5)............................ 302,889 302,889 0 * 3437 Winder Highway Flowery Branch, Georgia 30542
- --------------- * Less than 1%. (1) Assumes all shares offered hereby have been sold. Because the Selling Shareholders may sell all, some or none of their respective shares pursuant to this Prospectus, no actual estimate can be made of the aggregate number of shares that each Selling Shareholder will own upon completion of the offering to which this Prospectus relates. (2) On November 5, 1996, the Company, pursuant to the CWI Agreement, acquired CWI from its shareholders for an aggregate base price of $2,880,000 (the "Base Price"), subject to adjustment, if 10 12 necessary, to increase or decrease the Base Price to the Final Adjusted Price (as defined in the CWI Agreement) to reflect any change in the value of CWI from the assumed value of $1,569,690. The Base Price was paid by the Company at closing by delivery of consideration consisting of 102,317 shares of Common Stock of the Company with an aggregate value, as determined under the CWI Agreement at $25.33 per share, of $2,592,018. At closing, 11,369 shares of Common Stock with an aggregate value of $288,002 were delivered in escrow under the terms of the Escrow Agreement (as defined in the CWI Agreement). Of those 11,369 shares, 4,748 shares have been returned to the Company based on a decrease in the Base Price from the assumed value at the date of the CWI Agreement, and 6,621 shares have been delivered to the CWI shareholders. The CWI shares covered by this Prospectus were issued to the CWI shareholders as an additional adjustment to the Base Price. Messrs. Clayton Arnold (as trustee), Gregory Arnold and Ms. Kathleen Arnold (as trustee) were each shareholders of CWI prior to its acquisition by the Company. See Note (6) below. (3) On February 10, 1997, the Company, pursuant to the Gulf Pool Agreement, purchased all of the assets, properties and business of Gulf Pool for an aggregate base price of $2,000,000 (the "Base Price"), subject to adjustment, if necessary, to decrease the Base Price to the Adjusted Purchase Price (as defined in the Gulf Pool Agreement) to reflect any change in the net asset value of Gulf Pool from the assumed value at the date of the Gulf Pool Agreement to the value determined under the Gulf Pool Agreement on the closing date. The Base Price was delivered at closing by delivery of consideration consisting of 78,689 shares of Common Stock of the Company with an aggregate value, as determined under the Gulf Pool Agreement at $25.42 per share, of $2,000,000. At closing 7,869 shares of Common Stock with an aggregate value of $200,000 were delivered in escrow under the terms of the Escrow Agreement (as defined in the Gulf Pool Agreement). It is anticipated that the Gulf Pool Shares covered by this Prospectus will be released from escrow in the near future and delivered to the Gulf Pool Shareholders as an adjustment to the Base Price. Mr. Tottenham is the sole shareholder of GPH. See Note (6) below. (4) On May 5, 1997, the Company, pursuant to the Dominion Agreement, acquired Dominion from its shareholders for an aggregate base price of $3,000,000 (the "Base Price"), subject to adjustment, if necessary to increase or decrease the Base Price to the Final Adjusted Price (as defined in the Dominion Agreement) to reflect any change in the value of Dominion from the assumed value of $1,080,666. The Base Price was delivered at closing by delivery of consideration consisting of 137,931 shares of Common Stock of the Company with an aggregate value, as determined under the Dominion Agreement at $21.75 per share (the "Dominion Share Price"), of $3,000,000. At closing, 13,793 shares of Common Stock with an aggregate value of $299,987 were delivered in escrow under the terms of the Escrow Agreement (as defined in the Dominion Agreement) as security in the event the Final Adjusted Price is determined to be less than or more than the Base Price. In the event that the Final Adjusted Price is determined to be less than or more than the Base Price, the amount of such difference will be returned to the Company or paid by the Company, as the case may be, in shares of Common Stock of the Company at the Dominion Share Price. Messrs. Brewer, Leadman, Clay, Burns, Douglas and Sigmon were each shareholders of Dominion prior to its acquisition by the Company. See Note (6) below. (5) On June 25, 1997, the Company, pursuant to the Gilleland Agreement, acquired Gilleland from its shareholder for the aggregate base price of $7,370,293 (the "Base Price"), subject to adjustment, if necessary, to increase or decrease the price from the Base Price to the Final Adjusted Price (as defined in the Gilleland Agreement) to reflect any change in the value of Gilleland from the assumed value of $2,905,000. The Base Price was paid by the Company at closing by delivery of consideration consisting of 273,492 shares of Common Stock of the Company with an aggregate value, as determined under the Gilleland Agreement at $24.33 per share (the "Gilleland Share Price"), of $6,654,972. At closing, 29,397 shares of Common Stock of the Company with an aggregate value of $715,327 were delivered in escrow under the terms of the Escrow Agreement (as defined in the Gilleland Agreement) as security in the event that the Base Price is determined to be less than or more than the Final Adjusted Price. In the event that the Base Price is determined to be less than or more than the Base Price, the amount of such difference will be returned to the Company or paid by the Company, as the case may be, in shares of Common Stock of the Company at the Gilleland Share Price. Mr. Gilleland was the sole shareholder of Gilleland prior to its acquisition by the Company. See Note (6) below. (6) The registration under the Securities Act of the shares offered hereby to permit resale of the shares by the respective Selling Shareholders after the closing of the acquisition or share exchange, as applicable, was, in each case, a condition of the acquisition or share exchange under the applicable agreement. 11 13 PLAN OF DISTRIBUTION The Shares offered hereby are being offered by the respective Selling Shareholders. The Company will receive no proceeds from the sale of any of the Shares by the Selling Shareholders. The sale of the Shares may be effected by the Selling Shareholders from time to time in transactions in the over-the-counter market, on the NYSE or on other exchanges on which the Shares may be listed, in negotiated transactions, or a combination of such methods of sale, at fixed prices which may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. Such shares may be sold by one or more of the following: (a) a block trade in which the broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (b) purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this Prospectus; (c) an exchange distribution in accordance with the rules of such exchange; and (d) ordinary brokerage transactions, transactions directly with a market maker, and transactions in which the broker solicits purchasers. In effecting sales, brokers or dealers engaged by a Selling Shareholder may arrange for other brokers or dealers to participate. In addition, and without limiting the foregoing, the Selling Shareholders may effect such transactions by selling the Shares to or through underwriters or broker-dealers, and such underwriters or broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Shareholders and/or the purchasers of the Shares for whom such underwriters or broker-dealers may act as agents or to whom they sell as principals, or both (which compensation as to a particular underwriter or broker-dealer might be in excess of customary commissions). In connection with distribution of the Shares of Common Stock or otherwise, the Selling Shareholders may enter into hedging transactions with broker-dealers. In connection with such transactions, broker-dealers may engage in short sales of the Shares registered hereunder in the course of hedging the positions they assume with Selling Shareholders. The Selling Shareholders may also sell Shares short and redeliver the Shares of Common Stock to close out such short positions. The Selling Shareholders may also enter into option or other transactions with broker-dealers which require the delivery to the broker-dealer of the Shares of Common Stock registered hereunder, which the broker-dealer may resell or otherwise transfer pursuant to this Prospectus. The Selling Shareholders may also loan or pledge the Shares registered hereunder to a broker-dealer and the broker-dealer may sell the shares so loaned or upon a default the broker-dealer may effect sales of the pledged Shares pursuant to this Prospectus. To the extent required, the number of Shares to be sold, the purchase price, the name of any such agent, dealer or underwriter and any applicable commissions with respect to a particular offer will be set forth in an accompanying Prospectus Supplement. The aggregate proceeds to the Selling Shareholders from the sale of the Shares sold by the Selling Shareholders hereby will be the purchase price of such Shares less any broker's commissions or underwriters' discounts. In addition, any securities covered by this Prospectus which qualify for sale under Rule 144 under the Securities Act ("Rule 144") may be sold under Rule 144 rather than pursuant to this Prospectus. In order to comply with the securities laws of certain states, if applicable, the Shares will be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the Shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Any broker-dealers, agents or underwriters that participate with the Selling Shareholders in the distribution of the Shares may be deemed to be "underwriters" within the meaning of the Securities Act, in which event any commissions received by such broker-dealers, agents, or underwriters and any profit on their sale of the Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the Shares may not simultaneously engage in market making activities with respect to the Common Stock of the Company for a period of two business days prior to the commencement of such distribution. In addition and without limiting the foregoing, each Selling Shareholder will be subject to applicable provisions of the 12 14 Exchange Act and the rules and regulations thereunder, which provisions may limit the timing of purchases and sales of shares of the Company's Common Stock by the Selling Shareholders. The Company agreed to register the Shares under the Securities Act and to indemnify certain Selling Shareholders against certain liabilities under the Securities Act that could arise in connection with the sale by such Selling Shareholders of the Shares. The Company has agreed to pay certain fees and expenses incident to the registration of the Shares. The Company has agreed to use its best effort to maintain the effectiveness of the Registration Statement of which this Prospectus constitutes a part for a period of two years from the respective dates on which the transactions with each Selling Shareholder were consummated. LEGAL MATTERS Certain legal matters with respect to the legality of the issuance of the Shares offered hereby will be passed upon for the Company by its General Counsel, Benjamin P. Butterfield, Esq. EXPERTS The financial statements incorporated in this Prospectus by reference to the Company's Annual Report on Form 10-K for the year ended January 31, 1997, have been so incorporated in reliance on the report of Price Waterhouse LLP, independent certified public accountants, given on the authority of said firm as experts in auditing and accounting. 13 15 ====================================================== No person has been authorized to give any information or make any representations in connection with this offering other than those contained in this Prospectus and, if given or made, such other information and representations must not be relied upon as having been authorized by the Company or the Selling Shareholders. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company subsequent to its date. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities other than the registered securities to which it relates. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, such securities in any circumstances in which such offer or solicitation is unlawful. --------------------- TABLE OF CONTENTS
PAGE ---- Available Information................. 2 Incorporation of Certain Documents By Reference........................... 3 Prospectus Summary.................... 4 Risk Factors.......................... 8 Use of Proceeds....................... 9 Selling Shareholders.................. 10 Plan of Distribution.................. 12 Legal Matters......................... 13 Experts............................... 13
====================================================== ====================================================== 449,751 SHARES HUGHES SUPPLY, INC. COMMON STOCK ------------------------- PROSPECTUS ------------------------- DATED JULY , 1997 ====================================================== 16 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. It is estimated that Hughes Supply, Inc. (the "Company") will incur the following expenses in connection with the offering of the securities being registered. All of 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. Registration Fee -- Securities and Exchange Commission...... $ 3,588 Accounting fees and expenses................................ 5,000 Legal fees and expenses..................................... 10,000 Printing fees and expenses.................................. 10,000 Transfer Agent's fees and expenses.......................... 1,000 ------- Total............................................. $29,588 =======
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 17 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:
EXHIBIT NO. DESCRIPTION - ------- ----------- 4.1 -- Restated Articles of Incorporation of the Company, as amended(1) 4.2 -- Composite By-laws of the Company(2) 4.3 -- Form of Common Stock Certificate of the Company(3) 5.0 -- Opinion of Benjamin P. Butterfield, Esq. 23.1 -- Consent of Price Waterhouse LLP 23.4 -- Consent of Benjamin P. Butterfield, Esq. appears in his opinion filed as Exhibit 5 24.0 -- Power of Attorney (included in the signature page in Part II of the Registration Statement)
- --------------- (1) Incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed for the quarter ended April 30, 1997. (2) Incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q filed for the quarter ended July 31, 1994. (3) Incorporated by reference to Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q filed for the quarter ended October 31, 1984. 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. II-2 18 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. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted against the Company by such 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 19 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 17th day of July 1997. HUGHES SUPPLY, INC. By: /s/ DAVID H. HUGHES ------------------------------------ David H. Hughes Chairman of the Board and Chief Executive Officer /s/ J. STEPHEN ZEPF ------------------------------------ J. Stephen Zepf Treasurer and Chief Financial Officer, (Principal Financial and Accounting 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.
SIGNATURE TITLE DATE --------- ----- ---- /s/ DAVID H. HUGHES Director July 17, 1997 - ----------------------------------------------------- David H. Hughes /s/ A. STEWART HALL, JR. Director July 17, 1997 - ----------------------------------------------------- A. Stewart Hall, Jr. /s/ VINCENT S. HUGHES Director July 17, 1997 - ----------------------------------------------------- Vincent S. Hughes /s/ JOHN D. BAKER II Director July 9, 1997 - ----------------------------------------------------- John D. Baker II /s/ ROBERT N. BLACKFORD Director July 17, 1997 - ----------------------------------------------------- Robert N. Blackford
II-4 20
SIGNATURE TITLE DATE --------- ----- ---- /s/ JOHN B. ELLIS Director July 17, 1997 - ----------------------------------------------------- John B. Ellis /s/ CLIFFORD M. HAMES Director July 17, 1997 - ----------------------------------------------------- Clifford M. Hames /s/ HERMAN B. MCMANAWAY Director July 17, 1997 - ----------------------------------------------------- Herman B. McManaway /s/ DONALD C. MARTIN Director July 17, 1997 - ----------------------------------------------------- Donald C. Martin /s/ H. CORBIN DAY Director July 17, 1997 - ----------------------------------------------------- H. Corbin Day
II-5 21 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 4.1 -- Restated Articles of Incorporation of the Company, as amended(1).................................................. 4.2 -- Composite By-laws of the Company(2)......................... 4.3 -- Form of Common Stock Certificate of the Company(3).......... 5.0 -- Opinion of Benjamin P. Butterfield, Esq..................... 23.1 -- Consent of Price Waterhouse LLP............................. 23.4 -- Consent of Benjamin P. Butterfield, Esq. appears in his opinion filed as Exhibit 5.................................. 24.0 -- Power of Attorney (included in the signature page in Part II of the Registration Statement)..............................
- --------------- (1) Incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed for the quarter ended April 30, 1997. (2) Incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q filed for the quarter ended July 31, 1994. (3) Incorporated by reference to Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q filed for the quarter ended October 31, 1984. EX-5.0 2 OPINION OF BENJAMIN P. BUTTERFIELD, ESQ. 1 EXHIBIT 5.0 July 17, 1997 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 sale of up to an aggregate of 449,751 shares of common stock, par value $1.00 per share (the "Common Stock"), of the Company by and for the accounts of H. Clayton Arnold as Trustee of the H. Clayton Arnold Revocable Trust, Kathleen G. Arnold as Trustee of the Kathleen G. Arnold Revocable Trust, Gregory H. Arnold, Gulf Pool Equipment Co., Patrick L. Brewer, David Burns, Michael C. Leadman, Robert S. Clay, William J. Douglas, Owen P. Sigmon, Jr., and Earl Gilleland (collectively, the "Selling Shareholders"). I have examined copies of the Restated Articles of Incorporation and By-Laws of the Company, the Registration Statement, and such other corporate records and documents as I deemed necessary to form the basis for the opinion hereinafter expressed. 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 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 the 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 General Counsel EX-23.1 3 CONSENT OF PRICE WATERHOUSE 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of our report dated March 21, 1997, which appears on page 27 of the 1997 Annual Report to Shareholders of Hughes Supply, Inc., which is incorporated by reference in the Hughes Supply, Inc. Annual Report on Form 10-K for the year ended January 31, 1997. We also consent to the reference to us under the heading "Experts" in such Prospectus. /s/ Price Waterhouse LLP Price Waterhouse LLP Orlando, Florida July 15, 1997 -----END PRIVACY-ENHANCED MESSAGE-----