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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended January 27, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________________to_________________
Commission File No. 001-08772
HUGHES SUPPLY, INC.
(Exact name of registrant as specified in its charter)
Incorporated in the State I.R.S. Employer I.D.
of Florida Number 59-0559446
Post Office Box 2273
20 North Orange Avenue, Suite 200
Orlando, Florida 32802
(Address of principal executive office)
Registrant's Telephone Number, including area code: 407/841-4755
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock ($1.00 Par Value) New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Common Stock ($1.00 Par Value)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
State the aggregate market value of the voting stock held by nonaffiliates
of the Registrant: $99,952,538 as of March 24, 1995.
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date: 6,153,424
shares of common stock ($1.00 par value) as of March 24, 1995.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K into which the document is incorporated:
Part I - Annual Report to shareholders for fiscal
year ended January 27, 1995 (designated portions).
Part II - Annual Report to shareholders for fiscal
year ended January 27, 1995 (designated portions).
Part III- Proxy Statement for the 1995 Annual
Meeting of Shareholders (designated
portions).
Part IV - Annual Report to shareholders for fiscal
year ended January 27, 1995 (designated portions).
PART I
ITEM 1. BUSINESS
(a) General Development of Business
Hughes Supply, Inc. (the "Registrant") was founded as a general
partnership in Orlando, Florida in 1928. The Registrant was incorporated
as a Florida corporation in 1947. As used throughout this Report, the term
"Registrant" shall be deemed to mean the Registrant and its subsidiaries,
except where the context otherwise indicates.
The Registrant is primarily engaged in the wholesale distribution of a
broad range of materials, equipment and supplies to the construction
industry. Major product lines distributed by the Registrant include
electrical, plumbing and electric utility equipment; building materials;
pool equipment and supplies; water and sewer products; air conditioning and
heating equipment and supplies; water systems and industrial pipe, valves
and fittings.
The Registrant distributes its product lines through 179 wholesale
outlets located in Florida and 12 other states. The following table
presents the distribution of the Registrant's wholesale outlets by state.
State Number of Locations
Florida 62
Georgia 29
North Carolina 21
Ohio 13
South Carolina 13
Mississippi 11
Tennessee 9
Alabama 8
Indiana 4
Pennsylvania 3
Virginia 3
Kentucky 2
Maryland 1
A current listing of the locations of the wholesale outlets and
distribution centers of the Registrant is set forth as Exhibit 99.1 to this
report.
The principal executive offices of the Registrant are located at 20
North Orange Avenue, Suite 200, Orlando, Florida 32801 (telephone 407-841-
4755).
(b) Financial Information About Industry Segments
The Registrant does not engage in significant operations in more than
one industry segment as defined in Statement of Financial Standards No. 14.
I-1
(c) Narrative Description of Business
Products Distributed
The products sold by the Registrant may be classified into the
following major product lines:
Electrical - electrical supplies, including wire, cable, cords, boxes,
covers, wiring devices, conduit, raceway duct, safety switches, motor
controls, breakers, panels, fuses and related supplies and accessories,
residential, commercial and industrial electrical fixtures and other
special use fixtures.
Plumbing - plumbing fixtures and related fittings, residential,
commercial and industrial water heaters, pumps, irrigation equipment and
plumbing accessories and supplies.
Electric utility - transformers, conductor cable, insulators,
prestressed concrete transmission and distribution poles, and other
electric utility supplies and related hardware, accessories and tools.
Building materials - reinforcing wire, reinforcing steel, plyform,
lumber, concrete chemicals, concrete forming accessories, road and bridge
products, masonry accessories and other building materials, hand tools,
power tools and equipment for all mechanical and building trades.
Pool equipment and supplies - pumps, filters, heaters, lights,
skimmers, drains, chemicals, solar equipment, deck products and cleaning
equipment.
Water and sewer - water works and industrial supplies, including large
diameter plastic (PVC) and ductile iron pipe, fire hydrants, water meters,
backflow prevention devices, valves and related hardware and accessories.
Air conditioning and heating - air conditioning and heating equipment,
furnaces, heaters, heat pumps, condensing units, duct, pipe, fittings,
registers, grills, freon, insulation and other refrigeration equipment,
supplies and service parts.
Water systems - pumps and water well, residential and commercial water
treatment, and environmental products.
Industrial pipe, valves and fittings - mechanical and weld pipe,
valves and related fittings, fire protection systems and supplies, high
performance valves and specialty pipe.
I-2
Marketing
In recent years the Registrant's marketing plan has led to the
expansion of the geographic markets served by the Registrant. The
following table illustrates the expansion achieved through acquisitions
over the last five fiscal years.
Method of Date of Number of State(s) of Company's Major
Acquired Company Acquisition Acquisition Locations Operation Product Lines
Virginia branch (1) Purchase June, 1993 1 Virginia Plumbing
Georgia and Florida Purchase June, 1993 3 Georgia Electrical and electric
branches (2) 1 Florida utility
Electrical Pooling June, 1993 1 Georgia Electrical
Distributors, Inc.
Alabama Water Works Purchase July, 1993 2 Alabama Water and sewer
Supply, Inc.
Florida branches(3) Purchase December, 1993 2 Florida Building materials
Swaim Supply Pooling January, 1994 6 North Carolina Plumbing, air conditioning
Company, Inc. and heating
2 Virginia
Florida and Georgia Purchases February- 2 Florida Water and sewer, plumbing and
branches (4) September, 1994 2 Georgia electrical
Treaty Distribution Purchase January, 1995 12 Ohio Plumbing, water and sewer and
Group branches (5) 4 Indiana heating and air conditioning
Olander & Brophy, Inc. Purchase March, 1995 3 Pennsylvania Pool equipment and water
1 Ohio systems
Port City Electrical Purchase March, 1995 2 Georgia Electrical
Supply, Inc. 1 South Carolina
Elec-Tel Supply Purchase April, 1995 1 Georgia Electric utility
Company
(1) Facility in Falls Church, Virginia acquired in purchase of assets from
Capitol Hydronic Supply Company, Inc. Sales outlet relocated to
Arlington, Virginia.
(2) Facilities acquired in Macon, Georgia and Tallahassee, Florida in
purchase of assets from Causey Electrical Supply Company, Causey
Utility Supply Co. and Macon Lighting Center, Inc.
(3) Facilities acquired in purchase of assets from Hausman Corporation.
(4) Facilities acquired in purchases of assets from four entities.
(5) Facilities acquired in purchase from The Treaty Company of the
assets of its operating division, The Treaty Distribution Group.
In addition to expansion through acquisition, the Registrant has
increased its geographic market area by opening new sales outlets in
Jacksonville, Kissimmee, Lady Lake, Ft. Myers, West Palm Beach, Naples,
Auburndale, Tampa and Perry, Florida, in Tifton, Hartsfield, Alpharetta
LaGrange and McDonough, Georgia, in Greensboro, North Carolina, in Dothan
and Mobile, Alabama, and in Anderson and Bluffton, South Carolina during
the past five years.
I-3
Each of the Registrant's sales outlets handles one or more of the
Registrant's product lines. Sales are made primarily to contractors,
subcontractors, electric utilities, municipalities and industrial accounts.
The Registrant employs approximately 350 outside sales representatives who
call on customers and who also work with architects, engineers and
manufacturers' representatives when major construction projects are
involved. For each outside sales representative, there are generally two
inside account executives who expedite orders, deliveries, quotations, and
requests for pricing. Most orders are taken by telephone, and materials
are delivered by Registrant-owned trucks to the customer's office or job
site.
The Registrant's wholesale outlets are sales and distribution points
for the products sold by the Registrant. Each sales outlet operates as a
separate profit center with its own sales force. Each is managed by its
own manager, who is directly responsible for customer relations, the hiring
and promotion of personnel, purchasing, sales, the maintenance of adequate
inventory levels and cost control for the particular sales outlet.
Day to day operations of the sales outlets are the responsibility of
the respective managers, but major decisions affecting Registrant policy,
facilities or capital outlay are reviewed by the Registrant's executive
officers. Purchasing agents generally make use of a computerized perpetual
inventory system to monitor stock levels, while central distribution
centers in Orlando, Florida, College Park, Georgia and Monroe, North
Carolina provide purchasing and distribution assistance. The Registrant's
general accounting, customer billing, inventory, and accounts payable
systems are for the most part processed at the Registrant's central
computer facility in Orlando, Florida.
More than 45,000 wholesale customers are presently served by the
Registrant, and no single customer accounts for more than 1% of total sales
annually. Orders for larger construction projects normally require long-
term delivery schedules throughout the period of construction, which in
some cases may continue for several years. The substantial majority of
customer orders are shipped out of inventory on hand. Some items are
manufactured to customer specifications and require special ordering.
Additionally, some large volume orders are shipped directly to the customer
from the manufacturer.
Sources of Supply
All products sold by the Registrant are purchased from other
manufacturers and suppliers. The Registrant regularly purchases from over
5,000 manufacturers and suppliers, no single one of which accounted for
more than 7% of the Registrant's total purchases during the fiscal year
ended January 27, 1995.
I-4
Inventories
The Registrant is a wholesale distributor of construction materials,
which maintains significant inventories to meet rapid delivery requirements
and to assure itself of a continuous allotment of goods from suppliers. As
of January 27, 1995, inventories constituted approximately 36% of the
Registrant's total assets.
Competition
There is strong competition throughout the marketing areas served by
the Registrant in each product line the Registrant distributes. The main
sources of competition are other wholesalers, manufacturers who sell
certain lines directly to contractors and, to a limited extent, retailers
in the markets for plumbing, electrical fixtures and supplies, building
materials, pool supplies and contractor's tools. Management believes that
the Registrant, on the basis of its total sales, is the largest wholesale
distributor of its range of products in the Southeast. The principal
competitive factors in the Registrant's business are availability of
material, technical product knowledge as to application and usage, advisory
and other service capabilities and pricing of products.
Compliance with Environmental Protection Provisions
In fiscal year ended January 31, 1992, the Registrant accrued
approximately $675,000 as an operating expense for estimated future costs
of removing underground fuel storage tanks and environmental clean-up costs
to comply with federal, state and local laws and regulations for the
protection of the environment. There have been no significant expenses
since fiscal year ended January 31, 1992 and the Registrant does not expect
any additional material expenses in future years associated with fuel
storage tanks. Information with respect to this matter is also included in
Management's Discussion and Analysis of Financial Condition and Results of
Operations of the Annual Report to shareholders for the fiscal year ended
January 27, 1995, a copy of which is filed as an exhibit to this report and
the cited portion of which is incorporated herein by reference.
Employees
The Registrant had a total of approximately 2,800 employees as of
January 27, 1995, consisting of approximately 20 executives, 450 managers,
800 sales personnel and 1,530 other employees, including truck drivers,
warehouse personnel, office and clerical workers. The Registrant's work
force has increased by approximately 19% compared to the prior year in
response to increased sales volume as well as the result of business
acquisitions during the current year.
(d) Financial Information about Foreign and Domestic Operations and
Export Sales
The Registrant does not engage in material operations or derive a
material portion of its sales or revenues from customers in foreign
countries.
I-5
ITEM 2. PROPERTIES
The Registrant leases approximately 27,000 square feet of an office
building in Orlando, Florida for its headquarters. In addition, the
Registrant owns or leases 179 sales outlets in 13 states. The typical
sales outlet consists of a combined office and warehouse facility ranging
in size from 3,000 to 40,000 square feet, with a paved parking and storage
area. The Registrant also operates a computer center, three central
distribution warehouses, and a garage and trucking terminal.
Additional information regarding owned and leased properties of the
Registrant is set forth as Exhibit 99.1 to this report and in Note 5 of the
Notes to Consolidated Financial Statements of the Annual Report to
shareholders for the fiscal year ended January 27, 1995, a copy of which is
filed as an exhibit to this report and the cited portion of which is
incorporated herein by reference.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the
Registrant or its subsidiaries is a party or of which the property of
either the Registrant or its subsidiaries is the subject which are required
to be reported in response to this item.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the Registrant's security holders
during the fourth quarter of the fiscal year ended January 27, 1995.
I-6
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Information with respect to the principal market for the Registrant's
common stock, stock prices and dividend information is set forth under the
captions "Shareholder Information" and "Market Price and Dividend Data" of
the Annual Report to shareholders for the fiscal year ended January 27,
1995, a copy of which is filed as an exhibit to this report and the cited
portion of which is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
Information with respect to selected financial data of the Registrant
is set forth under the caption "Selected Financial Data" of the
Registrant's Annual Report to shareholders for the fiscal year ended
January 27, 1995, a copy of which is filed as an exhibit to this report and
the cited portion of which is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Information with respect to the Registrant's financial condition,
changes in financial condition and results of operations is set forth under
the caption "Management's Discussion and Analysis of Financial Condition
and Results of Operations" of the Registrant's Annual Report to
shareholders for fiscal year ended January 27, 1995, a copy of which is
filed as an exhibit to this report and the cited portion of which is
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
(a) Financial Statements
The financial statements filed with this report are set forth in the
"Index to Consolidated Financial Statements and Schedules" following Part
IV hereof.
(b) Selected Quarterly Financial Data
Information with respect to selected quarterly financial data of the
Registrant is set forth under the caption "Selected Quarterly Financial
Data" of the Registrant's Annual Report to shareholders for fiscal year
ended January 27, 1995, a copy of which is filed as an exhibit to this
report and the cited portion of which is incorporated herein by reference.
II-1
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
On May 24, 1994, the Board of Directors of the Registrant appointed
Price Waterhouse LLP as auditors for the three fiscal year period
commencing with the Registrant's fiscal year ending January 27, 1995.
The term of engagement of the Registrant's previous auditors, the firm
of Coopers & Lybrand, expired at the conclusion of the fiscal year
ended January 28, 1994. Price Waterhouse LLP was selected by the
Board upon the recommendation of the Audit Committee following
consideration of proposals submitted at the Committee's request by a
number of independent accounting firms including, among others,
Coopers & Lybrand and Price Waterhouse LLP.
(a) Previous independent accountants.
(i) The former accountants, Coopers & Lybrand, were not
reappointed by the Registrant following the expiration
of their term of engagement.
(ii) The reports of Coopers & Lybrand on the financial
statements for the prior two fiscal years contained no
adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or
accounting principle, except for the change in
accounting for income taxes in fiscal year ended
January 31, 1992 referred to in the reports of Coopers
& Lybrand.
(iii) The Registrant's Board of Directors approved the change
of independent accountants upon the recommendation of
the Audit Committee.
(iv) In connection with its audits for the two prior fiscal
years and through May 24, 1994, there have been no
disagreements with Coopers & Lybrand on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of
Coopers & Lybrand would have caused them to make
reference thereto in their report on the financial
statements for such years.
(v) During the two prior fiscal years and through May 24,
1994, there have been no reportable events as defined
in Regulation S-K Item 304(a)(1)(v).
(vi) The Registrant requested and received a letter from
Coopers & Lybrand addressed to the Securities and
Exchange Commission stating that it agrees with the
above statements. A copy of such letter, dated May 31,
1994, is filed as Exhibit 16.1 to Form 8-K dated May
24, 1994.
II-2
(b) New independent accountants.
(i) The Registrant engaged Price Waterhouse LLP as its new
independent accountants as of May 24, 1994. During the
two prior fiscal years and through May 24, 1994, the
Registrant has not consulted with Price Waterhouse LLP
on items which (1) were or should have been subject to
SAS 50 or (2) concerned the subject matter of a
disagreement or reportable event with the former
auditor (as described in Regulation S-K Item
304(a)(2)).
II-3
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Identification of Directors
Information with respect to Directors of the Registrant is set forth
under the captions "Directors and Nominees for Election as Directors of the
Company" and "Family Relationships Between Certain Directors" of the
Registrant's Proxy Statement for the 1995 Annual Meeting of Shareholders
(the "1995 Proxy Statement"), which has been filed with the Commission by
the Registrant under Regulation 14A and the cited portion of which is
incorporated herein by reference.
(b) Identification of Executive Officers
Information with respect to Executive Officers of the Registrant is
set forth under the caption "Executive Officers" and, with respect to
Executive Officers who are also Directors is also set forth under the
captions referred to in paragraph (a) above of this Item 10 of the
Registrant's 1995 Proxy Statement, which has been filed with the Commission
by the Registrant under Regulation 14A and the cited portions of which are
incorporated herein by reference.
(c) Compliance with Section 16(a) of the Securities
Exchange Act of 1934
The information required by Item 405 of Regulation S-K is furnished
under the caption "Compliance with Section 16(a) of the Securities Exchange
Act of 1934" of the Registrant's 1995 Proxy Statement, which has been filed
with the Commission under Regulation 14A and the cited portion of which is
incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to executive compensation is set forth under
the caption "Executive Compensation and Other Information" of the
Registrant's 1995 Proxy Statement. Except as hereinafter set forth, such
information is deemed to have been filed with the Commission as a part of
such Proxy Statement and is incorporated by reference herein.
Notwithstanding anything to the contrary set forth in the Company's
previous filings under the Securities Act of 1933, as amended (the "33
Act"), or the Securities Exchange Act of 1934, as amended (the "34 Act"),
that might incorporate future filings including the Proxy Statement or this
Report on Form 10-K, the "Compensation Committee Report on Executive
Compensation" and the section captioned "Shareholder Return" of the 1995
Proxy Statement are specifically excluded from the portions of the 1995
Proxy Statement incorporated by reference herein or into any other filing
under the 33 Act or the 34 Act.
III-1
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information as of March 24, 1995 with respect to persons known to
management of the Registrant to be the beneficial owners of more than 5% of
the outstanding common stock of the Registrant and information with respect
to the security ownership of management of the Registrant is set forth
under the captions "Ownership of Securities by Certain Beneficial Owners"
and "Ownership of Securities by Officers and Directors" of the Registrant's
1995 Proxy Statement, filed with the Commission pursuant to Regulation 14A,
and such information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to certain relationships and related
transactions is set forth under the caption "Certain Transactions with
Management" of the Registrant's 1995 Proxy Statement, which has been filed
with the Commission pursuant to Regulation 14A and the cited portion of
which is incorporated herein by reference.
III-2
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
(a) Financial Statements and Financial Statement Schedules
Financial statements and financial statement schedules required to be
filed by item 8 of this Form 10-K are listed in a separately designated
section submitted below, except for the report of predecessor independent
accountants which is included at the end of Part IV. Exhibits are listed
in subparagraph (c) below.
(b) Reports on Form 8-K
During the quarter ended January 27, 1995, the Registrant filed a
Current Report on Form 8-K dated January 3, 1995, which reported under Item
5 (Other Events) that the Registrant, pursuant to an Asset Purchase
Agreement dated October 20, 1994 with The Treaty Company ("Treaty"),
acquired all of those assets operated by Treaty through its operating
division known as the Treaty Distribution Group.
(c) Exhibits Filed
A substantial number of the exhibits referred to below are indicated
as having been previously filed as exhibits to other reports under the
Securities and Exchange Act of 1934 or as exhibits to registration
statements under the Securities Act of 1933. Such previously filed
exhibits are incorporated by reference in this Form 10-K. Exhibits
not incorporated by reference herein are filed with this report.
(2) Plan of acquisition, reorganization, arrangement, liquidation or
succession. Not applicable.
(3) Articles of incorporation and by-laws.
3.1 Articles of incorporation, as amended, filed as Exhibit 3.1
to Form 10-Q for the quarter ended July 31, 1994.
3.2 Composite By-Laws, as amended, filed as Exhibit 3.2 to Form
10-Q for the quarter ended July 31, 1994.
(4) Instruments defining the rights of security holders, including
indentures.
4.1 Specimen Stock Certificate representing shares of the
Registrant's common stock, $1.00 par value, filed as Exhibit
4.2 to Form 10-Q for the quarter ended October 31, 1984.
IV-1
4.2 Trust Indenture dated May 1, 1986 between the Registrant and
J. Henry Schroder Bank & Trust Company, as Trustee for the
holders of the 7% Convertible Subordinated Debentures, filed
as Exhibit 4(b) to Registration No. 33-4714.
4.3 Specimen Copy of Certificate representing 7% Convertible
Subordinated Debenture, filed as Exhibit 4(c) to
Registration No. 33-4714.
4.4 Resolution Approving and Implementing Shareholder Rights
Plan filed as Exhibit 4.4 to Form 8-K dated May 17, 1988.
(9) Voting trust agreement. Not applicable.
(10) Material contracts.
10.1 Lease Agreements with Hughes, Inc.
(a) Orlando Trucking, Garage and Maintenance Operations
dated December 1, 1971, filed as Exhibit 13(n) to
Registration No. 2-43900. Letter dated April 15, 1992
extending lease from month to month, filed as Exhibit
10.1(a) to Form 10-K for the fiscal year ended January
31, 1992.
(b) Leases effective March 31, 1988, filed as Exhibit
10.1(c) to Form 10-K for the fiscal year ended January
27, 1989.
Sub-Item Property
(1) Clearwater
(2) Daytona Beach
(3) Fort Pierce
(4) Lakeland
(5) Lakeland - Lightstyle
(6) Leesburg
(7) Orlando Electrical Operation
(8) Orlando Plumbing Operation
(9) Orlando Utility Warehouse
(10) St. Petersburg
(11) Sarasota
(12) Venice
(13) Winter Haven
(c) Lease amendment letter between Hughes, Inc. and the
Registrant, dated December 1, 1986, amending Orlando
Truck Operations Center and Maintenance Garage lease,
filed as Exhibit 10.1(i) to Form 10-K for the fiscal
year ended January 30, 1987.
IV-2
(d) Lease agreement dated June 1, 1987, between Hughes,
Inc. and the Registrant, for additional Sarasota
property, filed as Exhibit 10.1(j) to Form 10-K for the
fiscal year ended January 29, 1988.
(e) Leases dated March 11, 1992, filed as Exhibit 10.1(e)
to Form 10-K for the fiscal year ended January 31,
1992.
Sub-Item Property
(1) Tallahassee Electrical Operation
(2) Gainesville Electrical Operation
(3) Valdosta Electrical Operation
10.2 Hughes Supply, Inc. 1988 Stock Option Plan filed as Exhibit
A to Prospectus included in Registration No. 33-26468.
10.3 Form of Supplemental Executive Retirement Plan Agreement
entered into between the Registrant and eight of its
executive officers, filed as Exhibit 10.6 to Form 10-K for
fiscal year ended January 30, 1987.
10.4 Directors' Stock Option Plan, as amended, filed as Exhibit
10.4 to Form 10-Q for the quarter ended July 31, 1994.
10.5 Asset Purchase Agreement with Accord Industries Company,
dated October 9, 1990, for sale of Registrant's
manufacturing operations, filed as Exhibit 10.7 to Form 10-K
for fiscal year ended January 25, 1991.
10.6 Lease Agreement dated June 30, 1993 between Donald C. Martin
and Electrical Distributors, Inc., filed as Exhibit 10.6 to
Form 10-K for fiscal year ended January 28, 1994.
10.7 Consulting Agreement dated June 30, 1993 between Hughes
Supply, Inc. and Donald C. Martin, filed as Exhibit 10.7 to
Form 10-K for fiscal year ended January 28, 1994.
10.8 Written description of senior executives' long-term
incentive bonus plan for fiscal year 1996 incorporated by
reference to the description of the bonus plan set forth
under the caption "Approval of the Stock Award Provisions of
the Senior Executives' Long-Term Incentive Bonus Plan for
Fiscal Year 1996" on pages 26 and 27 of the Registrant's
Proxy Statement Annual Meeting of Shareholders To Be Held
May 24, 1994.
IV-3
10.9 Senior Executives' Long-Term Incentive Bonus Plan, including
the senior executives' long-term incentive bonus plan for
fiscal year 1997 (the "1997 Performance Plan") and the
senior executives' long-term incentive bonus plan for fiscal
year 1998 (the "1998 Performance Plan") incorporated by
reference therein.
10.10 Lease Agreement dated June 30, 1994 between
Donald C. Martin and Electrical Distributors, Inc.
(11) Statement re computation of per share earnings.
11.1 Summary schedule of earnings per share calculations.
(12) Statement re computation of ratios. Not applicable.
(13) Annual report to security holders, Form 10-Q or quarterly report
to security holders.
13.1 Information incorporated by reference into Form 10-K from
the Annual Report to shareholders for the fiscal year ended
January 27, 1995.
(16) Letter re change in certifying accountant.
16.1 Letter from Coopers & Lybrand, filed as Exhibit 16.1 to Form
8-K dated May 24, 1994.
(18) Letter re change in accounting principles. Not applicable.
(21) Subsidiaries of the Registrant.
21.1 Subsidiaries of the Registrant.
(22) Published report regarding matters submitted to vote of security
holders. Not applicable.
(23) Consents of experts and counsel.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
(24) Power of attorney. Not applicable.
(27) Financial data schedule.
27.1 Financial Data Schedule (filed electronically only).
(99) Additional exhibits.
99.1 Location of facilities.
IV-4
(d) Financial Statement Schedules
Financial statements and financial statement schedules required by
Regulation S-X which are excluded from the annual report to shareholders by
Rule 14a-3(b). Not applicable.
IV-5
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
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,
Chief Financial Officer,
Chief Accounting Officer
Date: April 21, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ David H. Hughes /s/ Clifford M. Hames
David H. Hughes Clifford M. Hames
April 21, 1995 April 21, 1995
(Director) (Director)
/s/ John D. Baker, II /s/ Russell V. Hughes
John D. Baker, II Russell V. Hughes
April 21, 1995 April 21, 1995
(Director) (Director)
/s/ Robert N. Blackford /s/ Vincent S. Hughes
Robert N. Blackford Vincent S. Hughes
April 21, 1995 April 21, 1995
(Director) (Director)
/s/ John B. Ellis /s/ Herman B. McManaway
John B. Ellis Herman B. McManaway
April 21, 1995 April 21, 1995
(Director) (Director)
/s/ A. Stewart Hall, Jr. /s/ Donald C. Martin
A. Stewart Hall, Jr. Donald C. Martin
April 21, 1995 April 21, 1995
(Director) (Director)
IV-6
REPORT OF INDEPENDENT ACCOUNTANTS
Shareholders and Board of Directors
Hughes Supply, Inc.
We have audited the accompanying consolidated balance sheet of Hughes
Supply, Inc. and subsidiaries as of January 28, 1994, and the related
consolidated statements of income, shareholders' equity, and cash flows for
the fiscal years ended January 28, 1994 and January 29, 1993. These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Hughes
Supply, Inc. and subsidiaries as of January 28, 1994, and the consolidated
results of their operations and their cash flows for the fiscal years ended
January 28, 1994 and January 29, 1993, in conformity with generally
accepted accounting principles.
/s/ Coopers & Lybrand
Orlando, Florida
March 17, 1994
HUGHES SUPPLY, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
The following consolidated financial statements of the Registrant and its
subsidiaries included in the Annual Report of the Registrant to its
shareholders for the year ended January 27, 1995, are incorporated by
reference:
Annual
Report
Page
Report of Independent Certified
Public Accountants 12
Consolidated Statements of Income
for the years ended January 27, 1995,
January 28, 1994 and January 29, 1993 13
Consolidated Balance Sheets as of
January 27, 1995 and January 28, 1994 14
Consolidated Statements of Shareholders'
Equity for the years ended January 27,
1995, January 28, 1994 and January 29, 1993 16
Consolidated Statements of Cash Flows for
the years ended January 27, 1995,
January 28, 1994 and January 29, 1993 17
Notes to Consolidated Financial Statements 18
Except for the report of predecessor independent accountants which is
included in Part IV above, all other financial statements and schedules
have been omitted as they are either not applicable, not required or the
information is given in the financial statements or related notes.
INDEX OF EXHIBITS FILED WITH THIS REPORT
10.9 Senior Executives' Long-Term Incentive Bonus Plan.
10.10 Lease Agreement dated June 30, 1994 between Donald C. Martin and
Electrical Distributors, Inc.
11.1 Summary schedule of earnings per share calculations.
13.1 Information incorporated by reference into Form 10-K from the
Annual Report to shareholders for fiscal year ended January 27,
1995.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
27.1 Financial data schedule (filed electronically only).
99.1 Location of facilities.