-----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, K8QHLqf6NM3wsSIZk+3kCHGg4gmuAGgKw8H/xnXlRrN+dHDgGSIeA+EykP48C8d5 7WOhd6UtuoUsLzlVgjOkqA== 0000049029-97-000003.txt : 19970617 0000049029-97-000003.hdr.sgml : 19970617 ACCESSION NUMBER: 0000049029-97-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19970430 FILED AS OF DATE: 19970616 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08772 FILM NUMBER: 97624364 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 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-08772 HUGHES SUPPLY, INC. (Exact name of registrant as specified in its charter) Florida 59-0559446 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 20 North Orange Avenue, Suite 200, Orlando, Florida 32801 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 407/841-4755 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock Outstanding as of May 31, 1997 $1 Par Value 11,736,864 Page 1 HUGHES SUPPLY, INC. FORM 10-Q Index Page No. Part I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets as of April 30, 1997 and January 31, 1997 ........... 3 - 4 Consolidated Statements of Income for the Three Months Ended April 30, 1997 and 1996 ...................................... 5 Consolidated Statements of Cash Flows for the Three Months Ended April 30, 1997 and 1996 .... 6 Notes to Consolidated Financial Statements .... 7 - 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ................................. 10 - 12 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K .............. 13 - 17 Signatures .................................... 18 Index of Exhibits Filed with This Report ...... 19 Page 2 HUGHES SUPPLY, INC. PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets (unaudited) (in thousands, except share data) April 30, January 31, 1997 1997 ---------- ---------- ASSETS Current Assets: Cash and cash equivalents $ 11,110 $ 6,329 Accounts receivable, less allowance for losses of $4,647 and $3,809 230,104 195,200 Inventories 266,776 250,113 Deferred income taxes 13,644 12,761 Other current assets 7,079 12,366 --------- --------- Total current assets 528,713 476,769 Property and Equipment, net 78,927 73,038 Excess of Cost over Net Assets Acquired 93,680 89,755 Deferred Income Taxes 2,252 2,204 Other Assets 9,019 7,736 --------- --------- $ 712,591 $ 649,502 ========= ========= The accompanying notes are an integral part of these consolidated financial statements. Page 3 HUGHES SUPPLY, INC. Consolidated Balance Sheets (unaudited) - continued (in thousands, except share data) April 30, January 31, 1997 1997 ----------- ----------- LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt $ 6,169 $ 3,108 Accounts payable 148,052 111,997 Accrued compensation and benefits 12,590 16,508 Other current liabilities 25,153 14,768 --------- --------- Total current liabilities 191,964 146,381 Long-Term Debt 230,438 221,988 Other Noncurrent Liabilities 2,328 2,199 --------- --------- Total liabilities 424,730 370,568 --------- --------- Commitments and Contingencies Shareholders' Equity: Preferred stock - - Common stock-11,611,650 and 11,518,298 shares issued and outstanding 11,612 11,518 Capital in excess of par value 117,553 114,927 Retained earnings 158,696 152,489 --------- --------- Total shareholders' equity 287,861 278,934 --------- --------- $ 712,591 $ 649,502 ========= ========= The accompanying notes are an integral part of these consolidated financial statements. Page 4 HUGHES SUPPLY, INC. Consolidated Statements of Income (unaudited) (in thousands, except per share data) Three months ended April 30, 1997 1996 ---------- ---------- Net Sales $ 421,385 $ 349,500 Cost of Sales 332,224 280,157 ---------- ---------- Gross Profit 89,161 69,343 ---------- ---------- Operating Expenses: Selling, general and administrative 68,674 56,239 Depreciation and amortization 4,540 2,743 Provision for doubtful accounts 344 851 ---------- ---------- Total operating expenses 73,558 59,833 ---------- ---------- Operating Income 15,603 9,510 ---------- ---------- Non-Operating Income and (Expenses): Interest and other income 1,234 1,595 Interest expense (3,981) (2,461) ---------- ---------- (2,747) (866) ---------- ---------- Income Before Income Taxes 12,856 8,644 Income Taxes 5,079 3,121 ---------- ---------- Net Income $ 7,777 $ 5,523 ========== ========== Earnings Per Share: Primary $ .66 $ .63 ========== ========== Fully diluted $ .66 $ .63 ========== ========== Average Shares Outstanding: Primary 11,780 8,731 ========== ========== Fully diluted 11,784 8,771 ========== ========== Dividends Per Share $ .11 $ .09 ========== ========== The accompanying notes are an integral part of these consolidated financial statements. Page 5 HUGHES SUPPLY, INC. Consolidated Statements of Cash Flows (unaudited) (in thousands) Three months ended April 30, 1997 1996 ---------- ---------- Increase (Decrease) in Cash and Cash Equivalents: Cash flows from operating activities: Cash received from customers $ 389,333 $ 328,485 Cash paid to suppliers and employees (376,349) (318,934) Interest received 858 1,075 Interest paid (1,919) (2,732) Income taxes paid (567) (860) ---------- ---------- Net cash provided by operating activities 11,356 7,034 ---------- ---------- Cash flows from investing activities: Capital expenditures (8,354) (4,601) Proceeds from sale of property and equipment 135 263 Business acquisitions, net of cash (6,590) (5,419) ---------- ---------- Net cash used in investing activities (14,809) (9,757) ---------- ---------- Cash flows from financing activities: Net borrowings under short-term debt arrangements 11,903 10,752 Principal payments on: Long-term notes (2,405) (6,425) Capital lease obligations (236) (217) Proceeds from stock options exercised 200 442 Purchase of common shares (76) (78) Dividends paid (1,152) (2,109) ---------- ---------- Net cash provided by financing activities 8,234 2,365 ---------- ---------- Net Increase (Decrease) in Cash and Cash Equivalents 4,781 (358) Cash and Cash Equivalents: Beginning of period 6,329 3,644 ---------- ---------- End of period $ 11,110 $ 3,286 ========== ========== The accompanying notes are an integral part of these consolidated financial statements. Page 6 HUGHES SUPPLY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (dollars in thousands, except per share data) 1. In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position as of April 30, 1997, and the results of operations and cash flows for the three months ended April 30, 1997 and 1996. The fiscal year of the Company is a 52- or 53-week period ending on the last Friday in January. Fiscal year 1998 will be a 52-week period while fiscal year 1997 was a 53-week period. The quarters ended April 30, 1997 and 1996 contained 13 weeks and 14 weeks, respectively. In March 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, Earnings per Share ("SFAS 128"). SFAS 128 is effective for financial statements issued for periods ending after December 15, 1997 and, accordingly, will be adopted by the Company commencing with its period ending January 30, 1998. Management of the Company expects its adoption of SFAS 128 to have an immaterial effect on the calculation of its earnings per share. 2. During the three months ended April 30, 1997, the Company acquired two wholesale distributors of materials to the construction industry for cash and stock. These acquisitions have been accounted for as purchases and did not have a material effect on the consolidated financial statements of the Company. Results of operations of these companies from their respective dates of acquisition have been included in the consolidated financial statements. Page 7 HUGHES SUPPLY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (unaudited) (dollars in thousands, except per share data) 3. The following is a reconciliation of net income to net cash provided by (used in) operating activities: Three months ended April 30, 1997 1996 ---------- ---------- Net income $ 7,777 $ 5,523 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 2,703 2,186 Amortization 1,837 557 Provision for doubtful accounts 344 851 Gain on sale of property and equipment (99) (175) Undistributed earnings of affiliate (65) (24) Changes in assets and liabilities, net of effects of acquisitions: (Increase) decrease in: Accounts receivable (32,264) (21,336) Inventories (13,364) (1,754) Other current assets 5,879 7,155 Other assets (1,200) (588) Increase (decrease) in: Accounts payable and accrued expenses 33,105 12,521 Accrued interest and income taxes 7,505 3,038 Other noncurrent liabilities 129 128 Increase in deferred income taxes (931) (1,048) ---------- ---------- Net cash provided by operating activities $ 11,356 $ 7,034 ========== ========== Page 8 HUGHES SUPPLY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (unaudited) (dollars in thousands, except per share data) 4. Subsequent events: On May 20, 1997 the Company's Board of Directors declared a three- for-two stock split to shareholders of record as of July 10, 1997. The date of issuance for the additional shares will be July 17, 1997. Accordingly, average number of shares, per share amounts and stock option data will be restated for periods prior to the stock split. The following table presents pro forma average shares outstanding and earnings per share information, assuming the additional shares resulting from the stock split had been outstanding since the beginning of each period presented: Three Months Ended April 30, 1997 1996 ---------- ---------- Average shares outstanding: Primary 17,670 13,097 Fully diluted 17,676 13,157 Earnings per share: Primary $ .44 $ .42 Fully diluted .44 .42 Financial information contained elsewhere in this report has not been adjusted to reflect the impact of the stock split. On May 20, 1997 the Company's Board or Directors also increased the regular quarterly cash dividend from $.11 per share (pre split basis) to $.075 per share (post split basis) effective for the second quarter dividend which will be payable on August 15, 1997 to shareholders of record on August 1, 1997. On May 20, 1997 the shareholders approved an amendment to the Restated Articles of Incorporation of the Company increasing the number of authorized shares of common stock from 20,000,000 to 100,000,000 shares, $1.00 par value per share. Page 9 HUGHES SUPPLY, INC. PART I. FINANCIAL INFORMATION - Continued Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following is management's discussion and analysis of certain significant factors which have affected the financial condition of the Company as of April 30, 1997, and the results of operations for the three months then ended. Material Changes in Results of Operations Net Sales Net sales were $421 million for the quarter ended April 30, 1997, an increase of 21% over the prior year's first quarter. On a basis comparable to the prior year's first quarter, the Company experienced a same-store net sales increase of 10%. The remaining increase in net sales is attributable to newly-opened and acquired wholesale outlets. Management expects market activity to continue at current levels. These favorable conditions coupled with the Company's acquisition program should result in continued sales growth. Gross Profit Gross profit and gross margin for the three months ended April 30, 1997 and 1996 were as follows (dollars in thousands): 1997 1996 Variance Gross profit $ 89,161 $ 69,343 $ 19,818 28.6% Gross margin 21.2% 19.8% The improvement in gross margins has resulted from several factors, including expansion of product offerings to lines with better margins, efficiencies created with central distribution centers, increased volume and concentration of supply sources as part of the Company's preferred vendor program. Operating Expenses Operating expenses for the three months ended April 30, 1997 and 1996 were as follows (dollars in thousands): 1997 1996 Variance Operating expenses $ 73,558 $ 59,833 $ 13,725 22.9% Percentage of net sales 17.5% 17.1% Page 10 Newly-opened wholesale outlets and recent acquisitions accounted for approximately 20 percentage points of the 22.9% increase. The remainder of the increase is due primarily to personnel and transportation costs associated with same-store sales growth. Interest Expense Interest expense was $4.0 million and $2.5 million for the quarters ended April 30, 1997 and 1996, respectively, a 62% increase. The increase is primarily the result of higher borrowing levels as interest rates have been essentially unchanged. Expansion through business acquisitions has been partially funded by debt financing. Income Taxes The effective income tax rates for the three months ended April 30, 1997 and 1996 were 39.5% and 36.1%, respectively. Prior to the mergers on April 26, 1996 with ELASCO and January 24, 1997 with Metals, Incorporated and Stainless Tubular Products, Inc., all three entities were Subchapter S corporations and, therefore, not subject to corporate income tax. Each entity's Subchapter S corporation status terminated upon the merger with the Company. As a result, the Company's effective rate is higher for the current quarter compared to the prior year's first quarter. The Company's effective tax rate in the prior year's first quarter would have been approximately 40% assuming ELASCO, Metals, Incorporated and Stainless Tubular Products, Inc. were tax paying entities. Net Income Net income was $7.8 million compared to $5.5 million for the prior year's first quarter, a 41% increase. Fully diluted earnings per share for the quarter increased to $.66 compared to $.63 in the prior year on 34% more shares outstanding. These improved results reflect operating leverage that has been achieved through the Company's acquisition program and through internal growth. Operating margins (operating income as a percentage of net sales) have improved to 3.7% compared to 2.7% for the quarters ended April 30, 1997 and 1996, respectively. Liquidity and Capital Resources Working capital at April 30, 1997 amounted to $337 million compared to $330 million at January 31, 1997. The working capital ratio was 2.8 to 1 and 3.3 to 1 as of April 30, 1997 and January 31, 1997, respectively. The Company typically becomes more leveraged in expansionary periods. Consequently, higher levels of inventories and receivables, trade payables and debt are required to support the growth. Page 11 Cash payments for business acquisitions, accounted for as purchases, totaled $6.6 million for the three months ended April 30, 1997. In addition, the Company issued approximately 52,000 of its common shares valued at approximately $2.0 million for such purchases. Net cash provided by operations was $11.4 million for the three months ended April 30, 1997 compared to $7.0 million for the three months ended April 30, 1996. This change is due primarily to fluctuations in accounts receivable, inventories and accounts payable. Expenditures for property and equipment were $8.4 million for the quarter ended April 30, 1997 compared to $4.6 million for the prior year's first quarter. Capital expenditures for property and equipment, not including amounts for business acquisitions, are expected to be approximately $20 million for fiscal year 1998. Principal reductions on long-term debt were $2.4 million for the three months ended April 30, 1997 compared to $6.4 million for the prior year first quarter. These amounts are attributed primarily to paying off debt assumed as a result of certain business acquisitions. Dividend payments were $1.2 million and $2.1 million (including $1.5 million in cash dividends of pooled companies) during the three months ended April 30, 1997 and 1996, respectively. Management believes that the Company has sufficient borrowing capacity, with approximately $23 million available under its existing credit facilities and a $50 million commitment to expand its existing credit facilities (subject to borrowing limitations under long-term debt covenants) as of April 30, 1997, to take advantage of growth and business acquisition opportunities and has the resources necessary to fund ongoing operating requirements and anticipated capital expenditures. Future expansion will continue to be financed on a project-by-project basis through additional borrowing, or, as circumstances allow, through the issuance of common stock. Page 12 HUGHES SUPPLY, INC. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Filed (2) Plan of acquisition, reorganization, arrangement, liquidation or succession. Not applicable. (3) Articles of incorporation and by-laws. 3.1 Restated Articles of Incorporation, as amended. 3.2 Composite By-Laws, as amended, filed as Exhibit 3.2 to Form 10-Q for the quarter ended July 31, 1994 (Commission File No. 001-08772). (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 (Commission File No. 0-5235). 4.2 Resolution Approving and Implementing Shareholder Rights Plan filed as Exhibit 4.4 to Form 8-K dated May 17, 1988 (Commission File No. 0-5235). (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 (Commission File No. 0- 5235). 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 (Commission File No. 0-5235). (b) Leases effective March 31, 1988, filed as Exhibit 10.1(c) to Form 10-K for the fiscal year ended January 27, 1989 (Commission File No. 0-5235). Page 13 Sub-Item Property (1) Clearwater (2) Daytona Beach (3) Fort Pierce (4) Lakeland (6) Leesburg (7) Orlando Electrical Operation (8) Orlando Plumbing Operation (9) Orlando Utility Warehouse (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 (Commission File No. 0-5235). (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 (Commission File No. 0-5235). (e) Leases dated March 11, 1992, filed as Exhibit 10.1(e) to Form 10-K for the fiscal year ended January 31, 1992 (Commission File No. 0-5235). Sub-Item Property (2) Gainesville Electrical Operation 10.2 Hughes Supply, Inc. 1988 Stock Option Plan as amended March 12, 1996 filed as Exhibit 10.2 to Form 10-K for the fiscal year ended January 26, 1996 (Commission File No. 001-08772). 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 (Commission File No. 0-5235). 10.4 Directors' Stock Option Plan, as amended, filed as Exhibit 10.4 to Form 10-Q for the quarter ended July 31, 1994 (Commission File No. 001-08772). Page 14 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 the fiscal year ended January 25, 1991 (Commission File No. 0-5235). 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 the fiscal year ended January 28, 1994 (Commission File No. 001-08772). 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 the fiscal year ended January 28, 1994 (Commission File No. 001-08772). 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 (Commission File No. 001-08772). 10.9 Hughes Supply, Inc. Amended Senior Executives' Long-Term Incentive Bonus Plan, adopted January 25, 1996, filed as Exhibit 10.9 to Form 10-K for the fiscal year ended January 26, 1996 (Commission File No. 001-08772). 10.10 Lease Agreement dated June 24, 1996 between Donald C. Martin and Hughes Supply, Inc., filed as Exhibit 10.10 to Form 10-Q for the quarter ended October 31, 1996 (Commission File No. 001-08772). 10.11 Lease Agreements between Union Warehouse & Trucking Company (d/b/a Union Warehouse & Realty Company) or Monoco Realty and USCO Incorporated. (a) Leases dated March 1, 1985 and amended December 23, 1986, filed as Exhibit 10.11(a) to Form 10-K for the fiscal year ended January 26, 1996 (Commission File No. 001-08772). Page 15 Sub-Item Property (1) 610 East Windsor St., Monroe, NC (2) 113-115 Henderson St., Monroe, NC (3) Statesville, NC (4) Charlotte, NC (5) Durham, NC (6) Pinehurst, NC (7) West Columbia, SC (b) Lease dated July 1, 1986 and amended December 23, 1986 for Aiken, South Carolina property, filed as Exhibit 10.11(b) to Form 10-K for the fiscal year ended January 26, 1996 (Commission File No. 001- 08772). (c) Lease dated March 1, 1990 for Greenville, South Carolina property, filed as Exhibit 10.11(c) to Form 10-K for the fiscal year ended January 26, 1996 (Commission File No. 001-08772). (d) Lease dated November 1, 1993 for Cheraw, South Carolina property, filed as Exhibit 10.11(d) to Form 10-K for the fiscal year ended January 26, 1996 (Commission File No. 001-08772). (e) Lease dated March 1, 1985 and amended October 1, 1992 for 1515 Morgan Mill Road, Monroe, North Carolina property, filed as Exhibit 10.11(e) to Form 10-K for the fiscal year ended January 26, 1996 (Commission File No. 001-08772). (f) Lease amendment letter between Union Warehouse & Realty Company, Monoco Realty Company and Hughes Supply, Inc., dated October 18, 1994, amending the leases for the eleven properties listed in Exhibit 10.11(a) through (e), filed as Exhibit 10.11(f) to Form 10-K for the fiscal year ended January 26, 1996 (Commission File No. 001-08772). (g) Lease effective February 1, 1996 for Pineville, North Carolina property, filed as Exhibit 10.11(g) to Form 10-K for the fiscal year ended January 26, 1996 (Commission File No. 001-08772). 10.12 Lease Agreement effective February 1, 1993 between Union Warehouse & Realty Company and Moore Electric Supply, Inc., filed as Exhibit 10.12 to Form 10-K for the fiscal year ended January 26, 1996 (Commission File No. 001- 08772). Page 16 10.13 Lease Agreement dated April 14, 1997 between Union Warehouse & Realty Co. and Hughes Supply, Inc. (11) Statement re computation of per share earnings. 11.1 Summary schedule of earnings per share calculations. (15) Letter re unaudited interim financial information. Not applicable. (18) Letter re change in accounting principles. Not applicable. (19) Report furnished to security holders. Not applicable. (22) Published report regarding matters submitted to vote of security holders. Not applicable. (23) Consents of experts and counsel. Not applicable. (24) Power of attorney. Not applicable. (27) Financial data schedule. 27.1 Financial Data Schedule (filed electronically only). (99) Additional exhibits. Not applicable. (b) Reports on Form 8-K During the quarter ended April 30, 1997, the Registrant filed a Current Report on Form 8-K dated February 18, 1997, which reported under Item 5 (Other Events) that the Registrant has restated its financial statements for the years ended January 26, 1996, January 27, 1995 and January 28, 1994 and for the nine months ended October 31, 1996 and October 31, 1995 to give effect to certain business combinations accounted for as poolings of interests. Page 17 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HUGHES SUPPLY, INC. Date: June 11, 1997 By: /s/ David H. Hughes David H. Hughes, Chairman of the Board and Chief Executive Officer Date: June 11, 1997 By: /s/ J. Stephen Zepf J. Stephen Zepf, Treasurer, Chief Financial Officer and Chief Accounting Officer Page 18 INDEX OF EXHIBITS FILED WITH THIS REPORT 3.1 Restated Articles of Incorporation, as amended. 10.13 Lease Agreement dated April 14, 1997 between Union Warehouse & Realty Co. and Hughes Supply, Inc. 11.1 Summary schedule of earnings per share calculations. 27.1 Financial data schedule (filed electronically only). Page 19 EX-3 2 RESTATED ARTICLES OF INCORPORATION HUGHES SUPPLY, INC. (January 24, 1989) We, the undersigned, hereby certify that the following Restated Articles of Incorporation of Hughes Supply, Inc. were duly adopted by the Corporation's Board of Directors at a meeting held on January 24, 1989, and that such Restated Articles of Incorporation only restate and integrate and do not further amend the provisions of the Corporation's Articles of Incorporation as heretofore amended and there is no discrepancy between the Corporation's Articles of Incorporation as heretofore amended and the provisions of these Restated Articles of Incorporation and the omission of matters of historical interest. ARTICLE I The name of this Corporation shall be: HUGHES SUPPLY, INC. ARTICLE II The general nature of business to be transacted by this Corporation is: Section A. To engage in every aspect and phase of the business of buying, selling, distributing, handling and storing all types of electrical, plumbing, heating and air conditioning, industrial and utilities supplies, fixtures and hardware, tools and contractors' supplies. Section B. To manufacture, purchase, or otherwise acquire, and to own, mortgage, pledge, sell, assign, transfer, or otherwise dispose of, and to invest in, trade in, deal in and with, goods, wares, merchandise, real and personal property, and services, of every class, kind and description, except that it is not to conduct a banking, safe deposit, trust, insurance, surety, express, railroad, canal, telegraph, telephone or cemetery company, a building and loan association, mutual fire insurance association, cooperative association, fraternal benefits society, state fair or exposition. Section C. To conduct business in, have one or more offices in, and buy, hold, mortgage, sell, convey, lease or otherwise dispose of real and personal property, including franchises, patents, copyrights, trademarks, licenses, in the State of Florida, and in all other States and Countries. Section D. To contract debts and borrow money, issue and sell or pledge bonds, debentures, notes and other evidences of indebtedness, and execute such mortgages, transfers of corporate property or other instruments to secure the payment of corporate indebtedness as required. Section E. To purchase the corporate assets of any other corporation and engage in the same or other character of business. Section F. To guarantee, endorse, purchase, hold, sell, transfer, mortgage, pledge or otherwise acquire or dispose of the shares of the capital stock of, or any bonds, securities, or other evidences of indebtedness created by any other corporation of the State of Florida or any other state or government, and while owner of such stock to exercise all the rights, powers and privileges of ownership, including the right to vote such stock. ARTICLE III Section A. The maximum number of shares of all classes of stock which this Corporation is authorized to issue or to have outstanding at any time shall be 20,000,000 shares, which shall be divided into classes as follows: (1) Not more than 10,000,000 shares of Common Stock of $1.00 par value per share (which shall be designated "Common Stock"); and (2) Not more than 10,000,000 shares of Preferred Stock of no par value per share (which shall be designated "Preferred Stock"). Section B. Each holder of Common Stock shall have one vote per share of such stock held, upon the payment of the consideration fixed for the issuance of said stock, whether such payment is made in money or in property to be exchanged therefor at a reasonable valuation. Said stock shall be fully paid and nonassessable. Section C. Holders of Common Stock shall not have preemptive rights to purchase additional shares of Common Stock or other securities of the Corporation whether or not such stock or other securities are issued for cash. Holders of securities other than Common Stock shall not have any preemptive or other right to subscribe for, or right of conversion into Common Stock, Preferred Stock, or other stock or securities of the Corporation, except such rights, if any, as may be expressly granted by the Board of Directors. Section D. The designations, powers, preferences, and rights, and the qualifications, limitations, or restrictions of the Preferred Stock shall be as follows: Dividends on the outstanding shares of Preferred Stock shall be declared and paid or set apart for payment before any dividends shall be declared and paid or set apart for payment on the outstanding shares of Common Stock with respect to the same quarterly period. Dividends on any shares of Preferred Stock shall be cumulative only if and to the extent determined by resolution of the Board of Directors, as provided below. In the event of any liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary, the outstanding shares of Preferred Stock shall have preference and priority over the outstanding shares of Common Stock for payment of the amount, if any, to which shares of each outstanding series of Preferred Stock may be entitled in accordance with the terms and rights thereof and each holder of Preferred Stock shall be entitled to be paid in full such amount, or have a sum sufficient for the payment in full set aside, before any such payments shall be made to the holders of Common Stock. The Board of Directors is expressly authorized at any time and from time to time to provide for the issuance of shares of Preferred Stock in one or more series, with such voting powers and with such designations, preferences and relative participating, optional or other rights, qualifications, limitations or restrictions, as shall be stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors, and as are not stated and expressed in these Articles of Incorporation or any amendment thereto or prohibited by law, including the following: (1) The distinctive designation of such series and the number of shares which shall constitute such series, which number may be increased (except where otherwise provided by the Board of Directors in creating such series) or decreased (but not below the number of shares thereof then outstanding) from time to time by the Board of Directors; and (2) The rate or manner of payment of dividends on shares of each such series, including the dividend rate, date of declaration and payment, whether dividends shall be cumulative, and the conditions upon which and the date from which such dividends shall be cumulative; and (3) Whether the shares of such series can be redeemed, the time or times when, and the price or prices at which, shares of such series shall be redeemable, and the terms and conditions of redemption; and (4) The amount payable on shares of such series and the rights of holders of such shares in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; and (5) The sinking fund provisions, if any, for the redemption or purchase of shares of such series; and (6) The rights, if any, of the holders of shares of such series to convert such shares into, or exchange such shares for, shares of Common Stock, or any other securities, and the terms and conditions of such conversion or exchange; and (7) The voting rights, if any, whether full or limited, of the shares of such series; provided, however, that the voting rights of such Preferred Stock shall not exceed one vote per share thereof and no share shall have any voting rights until the payment therefor shall have been received by the Corporation. Except in respect of the particulars that may be fixed by the Board of Directors as provided above in this Article III, Section D, all shares of Preferred Stock shall be of equal rank and shall be identical, and each share of a series shall be identical in all respects with the other shares of the same series. When payment of the consideration for which shares of Preferred Stock are to be issued shall have been received by the Corporation, such shares shall be deemed to be fully paid and nonassessable. The Board of Directors, pursuant to the above authorization contained in this Section D of Article III on May 17, 1988 authorized the issuance of Series A Junior Participating Preferred Stock as set forth in the Resolution Establishing Series A Junior Participating Preferred Stock which is attached to and incorporated by reference herein as Appendix A to these Restated Articles of Incorporation. ARTICLE IV The amount of capital with which this Corporation shall begin business is the sum of Five Hundred Dollars ($500.00). ARTICLE V This Corporation shall have perpetual existence. ARTICLE VI The principal office and place of business of this Corporation shall be located at 521 West Central Boulevard, Orlando, Florida, but this Corporation may establish and maintain its principal office, or other offices, at other places in the United States of America, its Colonies or dependencies, and in any foreign country as its Board of Directors may from time to time determine. ARTICLE VII Section A. Number of Directors. The number of Directors of this Corporation shall be the number from time to time fixed by the holders of record of at least 80% of the outstanding shares of stock entitled to vote or by the Directors in accordance with the terms and conditions of the By- Laws, but at no time shall said number of Directors be less than three. Section B. Term of Directors. The Directors shall be classified with respect to the time for which they shall severally hold office by dividing them into three classes, each consisting of as near one-third of the whole number of Directors as practicable, and all Directors of the Corporation shall hold office until their successors are elected and qualified. The first such classification shall be made at the Annual Meeting of Shareholders to be held in the year 1975. At that Annual Meeting, the Directors shall be classified for staggered terms of 1, 2, and 3 years, respectively, and at each successive Annual Meeting, the successors to the class of Directors whose terms expire that year shall be elected to hold office for the term of three years, so that the term of office of one class of Directors shall expire each year. Any vacancy which shall occur in a class of Directors prior to the expiration of the term of such class may be filled by the Board of Directors for the remainder of the full term. Section C. Removal of Directors. Notwithstanding any other provisions of these Articles of Incorporation, the By-Laws of the Corporation or applicable law, the affirmative vote of the holders of record of at least 80% of the outstanding shares of stock entitled to vote shall be required to remove Directors of the Corporation without cause. Section D. Amendment. Notwithstanding any other provision of the Articles of Incorporation, the By-Laws of the Corporation or applicable law, the affirmative vote of the holders of record of at least 80% of the outstanding shares of stock entitled to vote shall be required (1) to amend, modify or repeal this Article VII, (2) adopt any provision of the Articles of Incorporation or the By-Laws of the Corporation which is inconsistent with this Article VII, or (3) prior to the fixing by the Board of Directors of any right or preference of any series of Preferred Stock which is inconsistent with the provisions of this Article VII. ARTICLE VIII Stock certificates to replace lost or destroyed certificates shall be issued on such basis and according to such procedures as are from time to time provided for in the By-Laws of the Corporation. ARTICLE IX The names and post office addresses of the first Board of Directors are as follows, and these Directors shall hold office for the first year of this Corporation's existence, or until their successors shall be elected and qualified: Russell S. Hughes 526 Grove Park Drive, Orlando, Fla. Harry C. Hughes 521 W. Central Avenue, Orlando, Fla. Romania S. Hughes 816 E. Central Avenue, Orlando, Fla. ARTICLE X The name and post office address of each of the subscribers to these Articles of Incorporation, and the number of shares subscribed for by each are as follows: Russell S. Hughes 526 Grove Park Drive, Orlando, Fla. 1 sh. Harry C. Hughes 521 W. Central Avenue, Orlando, Fla. 1 sh. Romania 5. Hughes 816 E. Central Avenue, Orlando, Fla. 2 shs. ARTICLE XI These Articles of Incorporation may be amended in the manner provided by law. Every Amendment shall be approved by the Board of Directors, proposed by them to the stockholders, and approved at the stockholders' meeting by a majority of the stock issued and entitled to be voted unless all the Directors and all the stockholders sign a written statement manifesting their intention that a certain Amendment of these Articles of Incorporation be made. ARTICLE XII No plan of consolidation or merger under which the Corporation is not the surviving constituent corporation shall be deemed approved by the stockholders unless such plan of consolidation or merger shall be approved by the affirmative vote of two-thirds of the total number of shares of stock outstanding and entitled to vote. No amendment to the Articles of Incorporation may amend or delete the requirement that two-thirds of the total number of shares of stock outstanding and entitled to vote approve any plan of consolidation or merger under which the Corporation is not the surviving constituent corporation unless at a meeting duly called two- thirds of the total number of shares of stock outstanding and entitled to vote shall approve such amendment or deletion of such requirement. ARTICLE XIII Section A. Higher Vote Required for Certain Business Combinations. In addition to any affirmative vote required by law or these Articles of Incorporation, and except as expressly provided in Section B of this Article XIII, the affirmative vote of the holders of two-thirds of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (the "Voting Stock") shall be required for the approval or authorization of any Business Combination (as hereinafter defined). Section B. Exceptions to Higher Voting Requirement. The provisions of Section A of this Article XIII shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote as is required by law or any other Article of these Articles of Incorporation, if the Business Combination shall have been approved by a majority of the directors who are Disinterested Directors (as hereinafter defined) or if all of the following conditions are met: 1. The aggregate amount of the cash and the Fair Market Value (as hereinafter defined), as of the date of the consummation of the Business Combination, of consideration other than cash to be received per share by holders of Common Stock in such Business Combination shall be at least equal to the higher of (i) the highest price paid for any share of Common Stock by the Interested Shareholder (as hereinafter defined) involved in the proposed Business Combination within the two-year period immediately prior to the time of the first public announcement of such proposed Business Combination (the "Announcement Date") or in the transaction in which such person became an Interested Shareholder, whichever price is the higher; or (ii) the Fair Market Value per share of the Corporation's Common Stock on the Announcement Date, or on the date on which the Interested Shareholder became an Interested Shareholder (the "Determination Date"), whichever is higher. The price paid for any share of Common Stock shall be the amount of cash plus the Fair Market Value of any other consideration to be received therefor, deter-mined at the time of payment therefor. 2. The consideration to be received by holders of a particular class of outstanding Voting Stock (including Common Stock) shall be in cash or in the same form as the Interested Shareholder has previously paid for shares of such class of Voting Stock. If the Interested Shareholder has paid for shares of any class of Voting Stock with varying forms of consideration, the form of consideration for such class of Voting Stock shall be either cash or the form of consideration used to acquire the largest number of shares of such class of Voting Stock previously acquired by it. The price determined in accordance with Paragraph 1 of this Section B shall be subject to appropriate adjustment in the event of any stock dividend, stock split, combination of shares or similar event. 3. After the Determination Date and prior to the consummation of such Business Combination: (i) there shall have been (a) no reduction in the annual rate of dividends paid on the Common Stock (except as necessary to reflect any subdivision of the Common Stock) and no failure to declare and pay at the regular date therefor any full dividend (whether or not cumulative) on any outstanding Preferred Stock, except as approved by a majority of the directors who are Disinterested Directors, and (b) an increase in the annual rate of dividends if necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of stock, unless the failure so to increase such rates is approved by a majority of the directors who are Disinterested Directors; and (ii) such Interested Shareholder shall not have become the beneficial owner of any additional shares of Voting Stock without the approval of a majority of the directors who are Disinterested Directors except as part of the transaction which results in such Interested Shareholder becoming an Interested Shareholder or pursuant to a stock ownership, stock option or other benefit plan maintained by the Corporation or any of its subsidiaries generally for the officers and/or employees of the Corporation or any of its subsidiaries. 4. After the Determination Date, such Interested Shareholder shall not have received the benefit, directly or indirectly (except proportionately as a stockholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise. 5. A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such act, rules or regulations) shall be mailed to all stockholders of the Corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such act or subsequent provisions). Section C. Certain Definitions. For purposes of this Article XIII: 1. The term "Business Combination" shall mean: (i) any merger or consolidation (except a merger or consolidation in which the Corporation is not the surviving constituent corporation) of the Corporation or any Subsidiary (as hereinafter defined) with or into (a) any Interested Shareholder, or (b) any other corporation (whether or not itself an Interested Shareholder) which is, or after such merger or consolidation would be, an Affiliate or Associate (as those terms are defined on July 1, 1985 in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) of an Interested Shareholder; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Shareholder or any Affiliate or Associate of an Interested Shareholder of assets of the Corporation or any Subsidiary having a fair market value in excess of 10% of the Fair Market Value of the total consolidated assets of the Corporation as of the end of its most recent fiscal year ending prior to the time the determination is being made; (iii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) of all or a substantial part of the assets of an Interested Shareholder or an Affiliate or Associate of an Interested Shareholder to the Corporation or any Subsidiary for consideration having a Fair Market Value aggregating $5,000,000 or more; (iv) the issuance or transfer by the Corporation or any Subsidiary of any securities of the Corporation or any Subsidiary to any Interested Shareholder or any Affiliate or Associate of an Interested Shareholder other than the issuance of securities by the Corporation or any Subsidiary (a) upon the exercise of warrants or the conversion of convertible securities of the Corporation or any Subsidiary which are directly or indirectly owned by any Interested Shareholder or any Affiliate or Associate of any Interested Shareholder, or (b) in connection with any stock option, stock ownership or other benefit plan maintained by the Corporation or any Subsidiary generally for the officers and/or employees of the Corporation or any Subsidiary; (v) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of any Interested Shareholder or any Affiliate or Associate of any Interested Shareholder; or (vi) any reclassification or recapitalization (including any reverse stock split) of the Corporation or a merger or consolidation (except a merger or consolidation in which the Corporation is not the surviving constituent corporation) of the Corporation with any Subsidiary or a reorganization or any other transaction (whether or not with or into or otherwise involving an Interested Shareholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding stock of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by an Interested Shareholder or any Affiliate or Associate of an Interested Shareholder. 2. The term "Interested Shareholder" shall mean and include any person, corporation or other entity which is the beneficial owner, directly or indirectly, of 10% or more of the combined voting power of the then outstanding Voting Stock of the Corporation. 3. The term "Disinterested Director" shall mean and include each director of the Corporation who is not himself or herself the Interested Shareholder proposing the Business Combination or an Affiliate or Associate of such Interested Shareholder or an officer, director or employee of such Interested Shareholder or of an Affiliate or Associate of such Interested Shareholder. 4. A person shall be a "beneficial owner" of any Voting Stock: (i) which such person or any of its Affiliates or Associates beneficially owns, directly or indirectly; or (ii) which such person or any of its Affiliates or Associates has (a) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (b) the right to vote or to direct the vote pursuant to any agreement, arrangement or understanding; or (iii) which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock. 5. For the purposes of determining whether a person is an Interested Shareholder pursuant to Paragraph 2 of this Section C, the number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned through application of Paragraph 4 of this Section C but shall not include any other shares of Voting Stock which may be issuable to other persons pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise. 6. The term "Fair Market Value" shall mean: (i) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the principal United States Securities Exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by a majority of the directors who are Disinterested Directors in good faith; and (ii) in the case of stock of any class of securities not traded on any securities exchange or in the over-the-counter market or in the case of property other than cash or stock, the fair market value of such securities or property on the date in question as determined by a majority of the directors who are Disinterested Directors in good faith. 7. The term "Subsidiary" shall mean any corporation of which a majority of the voting shares is owned, directly or indirectly, by the Corporation. 8. In the event of any Business Combination in which the Corporation survives, the phrase "consideration to be received" as used in Paragraphs 1 and 2 of Section B shall include the shares of Common Stock and/or the shares of any other class of outstanding Voting Stock retained by the holders of such shares. Section D. Powers of the Board of Directors. The Board of Directors acting by a majority of the directors who are Disinterested Directors shall have the power and duty to determine for the purpose of this Article XIII on the basis of information known to them after reasonable inquiry, all facts necessary to determine the applicability of the various provisions of this Article XIII including, (1) whether a person is an Interested Shareholder, (2) the number of shares of Voting Stock beneficially owned by any person, (3) whether a person is an Affiliate or Associate of another, and (4) whether the requirements of Section B have been met with respect to any Business Combination, and the good faith determination of a majority of the directors who are Disinterested Directors shall be conclusive and binding for all purposes of this Article XIII. Section E. No Effect on Fiduciary Obligations. Nothing contained in this Article XIII shall be construed to relieve any Interested Shareholder from any fiduciary obligation imposed by lain. Section F. Severability. In the event any provision (or any part thereof) of this Article XIII should be determined to be invalid, prohibited or unenforceable for any reason, the remaining provisions, and parts thereof, shall remain in full force and effect and enforceable against the Corporation and its shareholders, including any Interested Shareholder, to the fullest extent permitted by law. Section G. Amendment. Notwithstanding any other provision of the Articles of Incorporation, the By-Laws of the Corporation or applicable law, the affirmative vote of two-thirds of the votes of then outstanding Voting Stock, voting together as a single class, shall be required (1) to amend, modify or repeal this Article XIII, (2) adopt any provision of the Articles of Incorporation or By-Laws which is inconsistent with this Article XIII, or (3) prior to the fixing by the Board of Directors of any right or preference of any series of Preferred Stock which is inconsistent with the provisions of this Article XIII. ARTICLE XIV Notwithstanding any other provision of the Articles of Incorporation, the By-Laws of the Corporation or applicable law, (a) any special meeting of the stockholders called by a stockholder or stockholders must be called by a request in writing submitted by the holder or holders of at least 80% of the outstanding shares of stock entitled to vote, (b) the stockholders of the Corporation shall not be permitted to take action by means of written consents, and (c) the affirmative vote of at least 80% of the outstanding shares of stock entitled to vote shall be required (i) to amend, modify or repeal this Article XIV, (ii) adopt any provision of the Articles of Incorporation or By-Laws of the Corporation which is inconsistent with this Article XIV, or (iii) prior to the fixing by the Board of Directors of any right or preference of any series of Preferred Stock which is inconsistent with the provisions of this Article XIV. Upon the filing of these Restated Articles of Incorporation of the Florida Department of State, the Corporation's original Articles of Incorporation as heretofore amended, shall be superseded, and thereafter these Restated Articles of Incorporation shall in accordance with Section 607.194 of the Florida General Corporation Act, be the Articles of Incorporation of the Corporation. Witness our hands and seals and the Corporate Seal of said Corporation this 31st day of January, 1989. s/David H. Hughes DAVID H. HUGHES, President Hughes Supply, Inc. s/Robert N. Blackford ROBERT N. BLACKFORD, Secretary Hughes Supply, Inc. (CORPORATE SEAL) STATE OF FLORIDA ) ) COUNTY OF ORANGE ) Personally appeared before me, the undersigned authority, David H. Hughes, well known to me and known to me to be the President of Hughes Supply, Inc., and after having been duly sworn, he did depose and say that the foregoing Restated Articles of Incorporation were duly approved by the Board of Directors and stockholders of the Corporation as stated. Witness my hand and seal in the County and State aforesaid this 31st day of January, 1989. s/Eileen G. Weisenbarger NOTARY PUBLIC My Commission Expires: July 29, 1991 Notary Public, State of Florida J:\docs\gc\restated articles of inc (1989) APPENDIX A TO SECOND RESTATED ARTICLES OF INCORPORATION RESOLUTION ESTABLISHING SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of HUGHES SUPPLY, INC. RESOLVED, that pursuant to the authority vested in this Board of Directors in accordance with the provisions of this Corporation's Articles of Incorporation, a series of Preferred Stock of this Corporation be, and it hereby is, created, and that the designation and amount thereof and the voting powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows: Section 1. Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" and the number of shares constituting such series shall be 300,000. Section 2. Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Cumulative Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the third Friday in February, May, August and November of each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.25 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $1.00 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after May 17, 1988 (the "Rights Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) The Corporation shall declare a dividend or distribution on the Series A Junior Participating Preferred Stock as provided in paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other then a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.25 per share on the Series A Junior Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Junior Participating Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof. Section 3. Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to 1 vote on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as otherwise provided herein or by law, the holders of shares of Series A Junior Participating Preferred Stock end the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. (C) Holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. Section 4. Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior Participating Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued end unpaid dividends and distributions, whether or not declared, on shares of Series A Junior Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not (i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock; (ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, except dividends paid ratably on the Series A Junior Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Junior Participating Preferred Stock; (iv) purchase or otherwise acquire for consideration any shares of Series A Junior Participating Preferred Stock, or any shares of stock ranking on a parity with the Series A Junior Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner. Section 5. Reacquired Shares. Any shares of Series A Junior Participating Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein. Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in subparagraph C below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of preferred stock, if any, which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. Section 7. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. Section 8. No Redemption or Conversion. The shares of Series A Junior Participating Preferred Stock shall not be redeemable or convertible into any other securities of the Corporation. Section 9. Ranking. The Series A Junior Participating Preferred Stock shall rank junior to all other series of the Corporation's Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise. Section 10. Amendment. In the event shares of Series A Junior Participating Preferred Stock are outstanding, the Articles of Incorporation of the Corporation shall not be further amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of two-thirds or more of the outstanding shares of Series A Junior Participating Preferred Stock, voting separately as a class. Section 11. Fractional Shares. Series A Junior Participating Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holders fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Junior Participating Preferred Stock. J:\docs\gc\restated articles of inc (1989) ARTICLES OF AMENDMENT to ARTICLES OF INCORPORATION of HUGHES SUPPLY, INC. Pursuant to the provisions of Chapter 607, Florida Statutes, the undersigned corporation has adopted the amendment to its articles of incorporation, last previously amended and restated as the Restated Articles of Incorporation of Hughes Supply, Inc. (January 24, 1989) filed with the State of Florida Department of State on February 27, 1989 (such articles of incorporation being hereinafter referred to as its "Articles of Incorporation"), hereinafter set forth. FIRST: The name of the corporation amending its Articles of Incorporation is: HUGHES SUPPLY, INC. SECOND: The amendment to its Articles of Incorporation adopted by the corporation amends Article III, Section A of its Articles of Incorporation increasing the maximum authorized number of shares of stock of all classes from 20,000,000 shares, consisting of 10,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock to 30,000,000 shares, consisting of 20,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock, so that Article III is amended to read in its entirety as follows: ARTICLE III Section A. The maximum number of shares of all classes of stock which this Corporation is authorized to issue or to have outstanding at any time shall be 30,000,000 shares, which shall be divided as follows: (1) Not more than 20,000,000 shares of Common Stock of $1.00 par value per share (which shall be designated "Common Stock"); and (2) Not more than 10,000,000 shares of Preferred Stock of no par value per share (which shall be designated "Preferred Stock"). Section B. Each holder of Common Stock shall have one vote per share of such stock held, upon the payment of the consideration fixed for the issuance of said stock, whether such payment is made in money or in property to be exchanged therefor at a reasonable valuation. Said stock shall be fully paid and non-assessable. Section C. Holders of Common Stock shall not have preemptive rights to purchase additional shares of Common Stock or other securities of the Corporation whether or not such stock or other securities are issued for cash. Holders of securities other than Common Stock shall not have any preemptive or other right to subscribe for, or right of conversion into Common Stock, Preferred Stock, or other stock or securities of the Corporation, except such rights, if any, as may be expressly granted by the Board of Directors. Section D. The designations, powers, preferences, and rights, and the qualifications, limitations, or restrictions of the Preferred Stock shall be as follows: Dividends on the outstanding shares of Preferred Stock shall be declared and paid or set apart for payment before any dividends shall be declared and paid or set apart for payment on the outstanding shares of Common Stock with respect to the same quarterly period. Dividends on any shares of Preferred Stock shall be cumulative only if and to the extent determined by resolution of the Board of Directors, as provided below. In the event of any liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary, the outstanding shares of Preferred Stock shall have preference and priority over the outstanding shares of Common Stock for payment of the amount, if any, to which shares of each outstanding series of Preferred Stock may be entitled in accordance with the terms and rights thereof and each holder of Preferred Stock shall be entitled to be paid in full such amount, or have a sum sufficient for the payment in full set aside, before any such payments shall be made to the holders of Common Stock. The Board of Directors is expressly authorized at any time and from time to time to provide for the issuance of shares of Preferred Stock in one or more series, with such voting powers and with such designations, preferences and relative participating, optional or other rights, qualifications, limitations or restrictions, as shall be stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors, and as are not stated and expressed in these Articles of Incorporation or any amendment thereto or prohibited by law, including the following: (1) The distinctive designation of such series and the number of shares which shall constitute such series, which number may be increased (except where otherwise provided by the Board of Directors in creating such series) or decreased (but not below the number of shares thereof then outstanding) from time to time by the Board of Directors; and (2) The rate or manner of payment of dividends on shares of each such series, including the dividend rate, date of declaration and payment, whether dividends shall be cumulative, and the conditions upon which and the date from which such dividends shall be cumulative; and (3) Whether the shares of such series can be redeemed, the time or times when, and the price or prices at which, shares of such series shall be redeemable, and the terms and conditions of redemption; and (4) The amount payable on shares of such series and the rights of holders of such shares in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; and (5) The sinking fund provisions, if any, for the redemption or purchase of shares of such series; and (6) The rights, if any, of the holders of shares of such series to convert such shares into, or exchange such shares for, shares of Common Stock, or any other securities, and the terms and conditions of such conversion or exchange; and (7) The voting rights, if any, whether full or limited, of the shares of such series; provided, however, that the voting rights of such Preferred Stock shall not exceed one vote per share thereof and no share shall have any voting rights until the payment therefor shall have been received by the Corporation. Except in respect of the particulars that may be fixed by the Board of Directors as provided above in this Article III, Section D, all shares of Preferred Stock shall be of equal rank and shall be identical, and each share of a series shall be identical in all respects with the other shares of the same series. When payment of the consideration for which shares of Preferred Stock are to be issued shall have been received by the Corporation, such shares shall be deemed to be fully paid and nonassessable. The Board of Directors, pursuant to the above authorization contained in this Section D of Article III on May 17, 1988 authorized the issuance of Series A Junior Participating Preferred Stock as set forth in the Resolution Establishing Series A Junior Participating Preferred Stock which is attached to and incorporated by reference herein as Appendix A to these Articles of Amendment. THIRD: The above amendment was approved by the Board of Directors of the corporation on March 24, 1994 and recommended to the board of directors for approval by the holders of Common Stock, the only outstanding class of stock of the corporation. FOURTH: The above amendment was approved by the shareholders on May 24, 1994 by the affirmative vote of the holders of a majority of the shares of Common Stock outstanding and entitled to vote on the amendment. The number of votes cast was sufficient for approval of the amendment. Dated: June 14, 1994 HUGHES SUPPLY, INC. By s/A. Stewart Hall, Jr. A. Stewart Hall, Jr. President By s/Robert N. Blackford Robert N. Blackford Secretary J:\docs\gc\amendment to articles (june 1994) APPENDIX A TO ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF HUGHES SUPPLY, INC. RESOLUTION ESTABLISHING SERIES A JUNIOR PARTICIPATING PREFERRED STOCK RESOLVED, that pursuant to the authority vested in this Board of Directors in accordance with the provisions of this Corporation's Articles of Incorporation, a series of Preferred Stock of this Corporation be, and it hereby is, created, and that the designation and amount thereof and the voting powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows: Section 1. Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" and the number of shares constituting such series shall be 300,000. Section 2. Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Cumulative Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the third Friday in February, May, August and November of each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.25 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $1.00 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after May 17, 1988 (the "Rights Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) The Corporation shall declare a dividend or distribution on the Series A Junior Participating Preferred Stock as provided in paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other then a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.25 per share on the Series A Junior Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Junior Participating Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof. Section 3. Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to 1 vote on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as otherwise provided herein or by law, the holders of shares of Series A Junior Participating Preferred Stock end the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. (C) Holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. Section 4. Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior Participating Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued end unpaid dividends and distributions, whether or not declared, on shares of Series A Junior Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not (i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock; (ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, except dividends paid ratably on the Series A Junior Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Junior Participating Preferred Stock; (iv) purchase or otherwise acquire for consideration any shares of Series A Junior Participating Preferred Stock, or any shares of stock ranking on a parity with the Series A Junior Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner. Section 5. Reacquired Shares. Any shares of Series A Junior Participating Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein. Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in subparagraph C below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of preferred stock, if any, which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. Section 7. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. Section 8. No Redemption or Conversion. The shares of Series A Junior Participating Preferred Stock shall not be redeemable or convertible into any other securities of the Corporation. Section 9. Ranking. The Series A Junior Participating Preferred Stock shall rank junior to all other series of the Corporation's Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise. Section 10. Amendment. In the event shares of Series A Junior Participating Preferred Stock are outstanding, the Articles of Incorporation of the Corporation shall not be further amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of two-thirds or more of the outstanding shares of Series A Junior Participating Preferred Stock, voting separately as a class. Section 11. Fractional Shares. Series A Junior Participating Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holders fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Junior Participating Preferred Stock. ARTICLES OF AMENDMENT TO RESTATED ARTICLES OF INCORPORATION OF HUGHES SUPPLY, INC. Pursuant to the provisions of Chapter 607, Florida Statutes, Hughes Supply, Inc., a Florida corporation (the "Corporation"), has adopted an amendment to its Restated Articles of Incorporation, as filed with the State of Florida Department of State on February 27, 1989, as the same have been amended from time to time (hereinafter referred to as the "Articles of Incorporation"), as hereinafter set forth. First: The name of the Corporation amending its Articles of Incorporation is: HUGHES SUPPLY, INC. Second: The amendment to its Articles of Incorporation adopted by the Corporation amends Article III, Section A of its Articles of Incorporation to increase the maximum authorized number of shares of Common Stock from 20,000,000 to 100,000,000 shares, so that Article III, Section A is amended to read in its entirety as follows: "Article III Section A. The maximum number of shares of all classes of stock which this Corporation is authorized to issue or to have outstanding at any time shall be 110,000,000 shares, which shall be divided as follows: (1) Not more than 100,000,000 shares of Common Stock of $1.00 par value per share (which shall be designated "Common Stock"); and (2) Not more than 10,000,000 shares of Preferred Stock of no par value per share (which shall be designated "Preferred Stock")." Third: The above amendment was adopted by the Board of Directors of the Corporation on April 2, 1997 and recommended by the Board of Directors for approval by the holders of Common Stock, the only outstanding class of stock of the Corporation. Fourth: The above amendment was adopted by the shareholders of the Corporation on May 20, 1997 by the affirmative vote of the holders of a majority of the shares of Common Stock outstanding and entitled to vote on the amendment. The number of votes cast was sufficient for approval of the amendment. HUGHES SUPPLY, INC. Dated: June 5, 1997. By:/s/ A. Stewart Hall, Jr. A. Stewart Hall, Jr., President J:\docs\GC\Amendment to Articles.doc EX-10 3 STATE OF NORTH CAROLINA COUNTY OF UNION ARTICLE I PARTIES: THIS LEASE, made and entered into this 14th day of April, 1997, by and between Union Warehouse & Realty Co. hereinafter called the Lessor, and Hughes Supply, Inc., hereinafter called the Lessee, whether one or more: ARTICLE II LEASED PREMISES: That subject to the terms and conditions hereinafter set forth, the Lessor does hereby let and lease unto the Lessee those certain premises located in the County of Union, State of North Carolina, and more particularly described as follows: 607 E. Windsor St. Monroe, NC 28112 ARTICLE III TERM: TO HAVE AND TO HOLD the above described premises to the Lessee for a term of 24 1/2 months beginning on the 14th day of April, 1997. At the end of this period the Lessee shall have the option to renew this lease for an additional five (5) years at the same base rate plus an inflation increase as calculated by multiplying the Base Rate by the percentage increase in the Consumer Price Index ("CPI" ) during the initial term of this lease. ARTICLE IV RENTAL: The rental to be paid during the term of this lease is two thousand ($2,000.00) Dollars per month "Base Rate" beginning April 14, 1997 and ending May 1, 1999. During the term of this lease the Lessee shall make all payments due under the lease payable to Union Warehouse & Realty Co. Agents for the Lessor at the following address: PO Box 903 Monroe, NC 28111 ARTICLE V QUIET POSSESSION The Lessor covenants that it is the lawful owner of the demised premises and has lawful authority to enter into this Agreement with Lessee. The Lessor agrees that the Lessee shall enjoy said premises during said term free from the adverse claims of any person and enjoy peaceful and quiet possession so long as Lessee pays the said rent and performs the other terms and conditions as herein agreed. The Lessee, at its own expense, shall comply with all rules, regulations and requirements of the State and City Governments or of the Government of the United States or of any of the Departments or Bureaus thereof applicable to the leased or demised premises for the prevention or abatement of nuisances or other grievances arising out of the manner of the occupancy of said premises during said term. Lessee, at its sole expense, will hold Lessor harmless from all expenses, judgments, arising damages and assessments, including legal expenses and attorney's fees, arising out of any claim, suit, charge, fine or penalty, arising out of Lessee's use or occupancy of the property let under this Lease. Lessor represents and warrants to Lessee that as of the date of this lease the demised premises is not in violation of any law, regulation or code, including but not limited to building code violations. Lessee assumes sole responsibility for compliance with all workplace safety laws, rules, and regulations, including, but not limited to State and Federal OSHA requirements. TAXES AND INSURANCE The Lessor will pay all ad valorem taxes assessed against the demised premises, and will at its own expense cause the building and improvements located upon said property to be adequately insured against fire or other casualty. The Lessee shall provide for all hazard insurance on its own contents, furniture, fixtures and equipment located in the leased premises. The Lessee shall pay all personal property taxes on property owned by it and located in the leased premises. ARTICLE VII UTILITIES During the terms of this lease, the Lessee will pay for all electricity, heat, water and sewer charges to the extent that such charges are metered to the demised premises. ARTICLE VIII MAINTENANCE The Lessor agrees, at its expense, to maintain and keep in good repair the roof, principal structure members and exterior masonry walls of the upon demised premises, and make any repairs necessitated by defects in the original construction of the building located upon the demised premises. The Lessee agrees to make all other repairs, except repairs to the roof and exterior masonry walls of the building, including repairs to the air conditioning, plumbing, heating, electrical wiring and appliances, painting, glass and all equipment located in the building, and to keep the same in good condition and state of repair. Provided, however, that the Lessee shall make all repairs which are to be made by the Lessor under this Article if such repairs are occasioned by or through the negligence of the Lessee. The Lessee will keep the grounds of the demised premises in a neat and presentable condition. The Lessee further agrees that upon termination of the lease it will surrender the said premises in as good order and condition as they were at the beginning of the lease, ordinary wear and tear excepted; and the Lessee further covenants and agrees that it will make no unlawful or offensive use of the premises. ARTICLE IX LIABILITY INSURANCE The Lessee further agrees to hold the Lessor harmless from any loss, cost, damage or expenses arising out of any accident or other occurrence causing injury to any person or property and due directly or indirectly to the use or occupancy of said premises by the Lessee, and the Lessee shall, at its own expense, carry liability insurance in the amount of One Hundred Thousand Dollars ($100,000.00) for injury to one person, Three Hundred Thousand Dollars ($300,000.00) for injury to more than one person, arising out of one accident or occurrence and Fifty Thousand Dollars ($50,000.00) for property damage, in a good and responsible insurance company authorized to do business in the State of North Carolina which will insure and indemnify the Lessor and Lessee against such loss or liability for loss, damage, or expenses, and deliver such policies of insurance, or certificates, therefor to Lessor. Said policies shall name the Lessor as an insured, as its interest may appear. ARTICLE X LIENS Lessee shall commit no act which would create a lien on the Lessor's property Any lien filed as a result of action by the Lessee will be promptly discharged and canceled at the sole expense of the Lessee. ARTICLE XI LESSEE'S DEFAULT It is expressly agreed that if any monthly installment or rent is not paid on the due date as herein called for, or within 30 days after written notice from Lessor, then the Lessor may, after giving the Lessee thirty (30) days' written notice of such default, declare this lease terminated and canceled and may take possession of said premises without prejudice to any other remedies it may have. If there be any other default by the Lessee in the stipulations, agreements and covenants herein contained, and if the Lessee fails to comply with any of the provisions of this Agreement and Lease, the Lessor shall give the Lessee notice of such default, and if the Lessee shall fail to comply with such stipulations, agreements and covenants within thirty (30) days after such notice, then it shall be lawful for the Lessor to re-enter the premises hereby leased, and all requirements of notice are waived by Lessee, and Lessor reserves all other legal remedies. It is expressly agreed that if, at any time during the term of the lease, the Lessee shall be adjudged bankrupt or insolvent by any federal or state court of competent jurisdiction, the Lessor may, at its option, declare this lease terminated and canceled and take possession of said premises. ARTICLE XII INSPECTIONS The Lessee agrees that the Lessor, its agents or other representatives, shall have the right without abatement of rent, to enter into and upon such premises, or any part thereof, at all reasonable times for the purpose of examining the same so long as such inspections do not unreasonably interfere with the conduct of Lessee's business on the demised premises. ARTICLE XIII PERSONAL PROPERTY AND FIXTURES All personal property placed on the demised premises, or any part thereof, shall be at the risk of the Lessee or owners of such personal property, and Lessor shall not be liable for any loss or damage to said personal property or to the Lessee for any cause whatsoever not attributable to or caused by defects in the original construction of the building. The Lessee shall have the right and privilege upon the termination of this lease to remove from the demised premises all trade fixtures installed by it, provided it be not in default hereunder and in so doing the Lessee shall repair all damage to said building that may have been caused by the installation or removal thereof; and it will surrender the demised premises in as good order and condition as they were at the beginning of the term hereof, ordinary wear and tear and damage by fire or other casualty beyond the control of the Lessee excepted; provided, however, that any partitions or other additions or improvements in said building at Lessors option shall be and remain the property of the Lessor. ARTICLE XIV DESTRUCTION It is agreed between the parties hereto that if the premises hereby let shall be destroyed or damaged by fire or other casualty so as to become substantially untenantable, then if the Lessor shall by writing, to be delivered to the Lessee within ten days after such damage or destruction, elect to rebuild or repair said premises, commencing within fifteen days after such election to putting the premises in as good condition as they were at the time of destruction or damage, and, for that purpose may enter said premises and the rent shall abate during time said premises are untenantable, but if the Lessor does not elect as aforesaid to rebuild or repair, and in any event such building or repairs are not completed within One Hundred Twenty days after the date of such fire or casualty, then the Lessor shall have possession of said premises hereby let, and Lessee shall surrender and deliver to the Lessor such possession and this Lease shall become void, and the term hereby ended, and upon delivery and surrender being made or upon recovery of said premises by the Lessor, the obligation to pay rental shall cease. It is agreed between the parties hereto that if the premises hereby let shall be damaged by fire, but not to the extent of becoming untenantable, then in that case the Lessor shall rebuild or repair the premises within ninety days time, and the rental during such time shall be proportionately abated; provided, however, that the Lessor is able at that time to obtain the necessary materials, and in the event such materials are not available within a reasonable time, the Lessee may terminate this Lease. ARTICLE XV CONDEMNATION If the whole or substantial portion of the demised premises is taken by any governmental agency or corporation vested with the right of exercise of eminent domain, whether such taking be effected by Court action or by settlement with the agency exercising or threatening to exercise such power and if the property so taken renders the remainder of said property unfit for the use thereof by Lessee, then the Lessee shall have the option to terminate this lease, which option must be exercised within sixty (60) days of such taking. If the Lessee shall not so elect to terminate' or if the taking does not interfere with Lessee's use of the premises to the extent that Lessee does not have an option to terminate, there shall be a permanent reduction of the annual rental based upon the nature and extent of the taking. ARTICLE XVI SIGNS The Lessee shall have the right to erect signs relating to its business activities. The care and maintenance of such signs shall be the responsibility of the Lessee and shall remain the property of the Lessee. Signs must comply with all applicable Federal, State and local codes, ordinances and restrictions. It is further agreed that the Lessee shall not paint on the outside walls of the building any signs and that if the Lessee erects any sign or signs on the building, that it will repair any damage to the building occasioned by the removal of such signs. The Lessor or its designated agent shall have the privilege of installing a "for lease" and/or "for sale" sign on the leased premises during the last 90 days of the lease term or any extension thereof and shall have the privilege of showing the leased premises to prospective lessees or purchasers during such 90 day period. ARTICLE XVII ASSIGNMENT AND SUBLETTING The Lessee shall not assign this lease, or sublet any portion of the demised premises without the written consent of Lessor, which consent shall not be unreasonably withheld; and in the event of such subletting or assignment, the Lessee shall remain bound under all obligations hereunder. In the event the Lessor at any time in writing consents to the assignment of this lease or to the subletting of the whole or any part of the demised premises, such assignment or sublease shall be in writing and shall be subject to the following conditions: (a) That the said assignee or sub-lessee by an instrument in writing in recordable form shall assume and agree to keep, observe and perform all of the agreements, conditions, covenants and term of this lease on the part of the Lessee to be kept, observed and performed, and shall be, and become jointly and severally liable with the Lessee for non-performance thereof; (b) That a duplicate-original of such instrument of assignment or sublease and assumption shall be delivered to the Lessor as soon as such assignment or sublease and assumption shall have been executed and delivered; and (c) That no further or additional assignment of this lease or sublease shall be made except upon compliance with the provisions of this Article. ARTICLE XVIII CHANGES BY LESSEE It is agreed that the Lessee shall make no changes in the building without the written permission of the Lessor, except as herein specified. ARTICLE XIX SUBORDINATION OF LEASE This lease, its terms and conditions, and all leasehold interest and rights hereunder, are expressly made given and granted subject and subordinate to the lien of any lending institution mortgage or deed of trust now or hereinafter imposed upon all or any part of the demised premises, and Lessee agrees to execute and deliver to the Lessor, its successors, or assigns or to any other person or corporation designated by the Lessor, any instrument or instruments requested by the Lessor consenting to any such mortgage or trust deed placed upon the premises and subordinating this lease thereto. In the event of subordination, all rights of Lessee under this lease shall be fully preserved and protected as long as Lessee complies with all the covenants or conditions herein assumed by it. ARTICLE XX ATTORNEYS FEES In case suite be brought for the recovery of any rent due under the provisions of this Lease, or because of the breach of any other covenant herein contained, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys fees and costs through all trial levels, appeals and in bankruptcy. ARTICLE XXI HAZARDOUS WASTE Lessor represents to Lessee that the demised premises is not contaminated with any hazardous waste or hazardous material as of the date of this Lease. Lessee agrees not to use the demised premises to generate, manufacture treat, store or dispose of any hazardous waste or hazardous substances and not to release any hazardous materials or hazardous substances onto the demised premises. ARTICLE XXII BROKERS Lessor and Lessee represent each to the other that neither Lessee nor Lessor has entered into any agreement or economic relationship, or incurred any obligation which might result in the obligation or the other party to pay a brokerage commission, finders fee or similar fee. Lessor or Lessee, as the case may be' shall indemnify, defend and hold harmless the other from any claims, demands or judgments arising by reason of any breach of the foregoing representation. ARTICLE XXIII COMPLETE AGREEMENT This written lease contains the entire agreement between the parties, and it shall not be altered or modified except in writing signed by the parties hereto. ARTICLE XXIV DISPUTE RESOLUTION Any dispute arising under this Lease Agreement must be submitted to mediation before the filing of any suit by either party. The mediator must be one qualified under the standards established by the North Carolina Supreme Court or, by agreement of the parties, a person qualified under any national or state mediation/arbitration service, who is unbiased and has no present or past business, professional, or personal association with the parties or potential witnesses, their agents or employees. Cost of mediation shall be borne equally by the parties. After mediation, if the dispute is unresolved, suit must be filed in the county in which the leased premises are located and the laws of North Carolina shall apply on all issues. ARTICLE XXV NOTICES All notices required to be given under this lease shall be forwarded by registered or certified mail as follows: TO THE LESSOR: Union Warehouse & Realty Co. PO Box 903 Monroe, NC 28111 TO THE LESSEE: Hughes Supply, Inc. 20 N. Orange Ave., Suite 200 Orlando, FL 32801 Such address may be changed from time to time by either party by serving notice as above provided. EXECUTION IN WITNESS WHEREOF the parties hereto have caused the due execution of this instrument by their officers hereunto duly authorized and their corporate seals hereto affixed, as of the day and year first above written. Two Witnesses _____________________________ HUGHES SUPPLY, INC. _____________________________ By: /s/ A. S. Hall, Jr. President (CORPORATE SEAL) LESSEE Attest: /s/ Benjamin P. Butterfield Assistant Secretary Two Witnesses _____________________________ UNION WAREHOUSE & REALTY CO. _____________________________ By: /s/ James C. Plyler President (CORPORATE SEAL) LESSOR Attest: /s/ J. W. Edney Secretary STATE OF: North Carolina COUNTY: Union This 23rd day of April, 1997, personally came before me James C. Plyler who, being by me duly sworn, says that he is the President of Union Warehouse & Realty Co., and that the seal affixed to the foregoing instrument in writing is the corporate seal of the company, and that said writing was signed and sealed by him in behalf of said corporation, by its authority duly given. And the said James C. Plyler acknowledged the said writing to be the act and deed of said corporation. /s/ Lucille H. Long Notary Public My Commission Expires: 2/27/99 STATE OF: North Carolina COUNTY OF: Union I, Lucille H. Long, Notary Public, certify that J. W. Edney personally came before me this day and acknowledged that he is Secretary of Union Warehouse & Realty Co., a corporation, and that by authority duly given and as the act of the corporation, the foregoing instrument was signed in its name by its President, sealed with its corporate seal, and attested by himself as its Secretary. Witness my hand and official seal, this 23rd day of April, 1997. My Commission Expires: 2/27/99 /s/ Lucille H. Long Notary Public EX-11 4 Exhibit 11.1 HUGHES SUPPLY, INC. SUMMARY SCHEDULE OF EARNINGS PER SHARE CALCULATIONS (in thousands, except per share amounts) Potentially dilutive securities: Options for common stock, issued under stock option plan. Three Months Ended April 30, 1997 1996 Line - ---- SHARES ------ 1 Average shares outstanding 11,596 8,551 2 Incremental shares (options) - Assuming options outstanding at end of period were exercised at beginning of period (or time of issuance, if later) and proceeds were used to purchase shares at average market price during the period 184 180 ---------- ---------- 3 Shares used in calculating Earnings Per Common and Common Equivalent Share 11,780 8,731 4 Incremental shares (options) - Assuming options outstanding at end of period were exercised at beginning of period (or time of issuance, if later) and proceeds were used to purchase shares at the higher of the average market price during the period or the market price at the end of the period; and that options exercised during the period were exercised at the beginning of the period (or time of issuance, if later) and the proceeds were used to purchase shares at the market price at the date of exercise 4 40 ---------- ---------- 5 Shares used in calculating Earnings Per Common Share - Assuming Full Dilution 11,784 8,771 ========== ========== EARNINGS -------- 6 Net income per financial statements $ 7,777 $ 5,523 ========== ========== RESULTING PER SHARE DATA ------------------------ 7 Earnings per common share (Line 6/Line 1) $ .67 $ .65 =========== =========== 8 Earnings per common share and common equivalent share (Line 6/Line 3) $ .66 $ .63 =========== =========== 9 Dilution 1.5% 3.1% =========== =========== 10 Earnings per common share - assuming full dilution (Line 6/Line 5) $ .66 $ .63 =========== =========== 11 Dilution 1.5% 3.1% =========== =========== 12 Used in statements of income: [ ] Line 7, if dilution less than 3%, or antidilution, exists for all periods. [ X ] Lines 8 and 10, if dilution >= 3% for any period. EX-27 5
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET OF HUGHES SUPPLY, INC. AS OF APRIL 30, 1997, AND THE RELATED STATEMENT OF INCOME FOR THE THREE MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000049029 HUGHES SUPPLY, INC. 1,000 3-MOS JAN-30-1998 APR-30-1997 11,110 0 234,751 4,647 266,776 528,713 146,723 67,796 712,591 191,964 230,438 0 0 11,612 276,249 712,591 421,385 421,385 332,224 332,224 73,214 344 3,981 12,856 5,079 7,777 0 0 0 7,777 .66 .66
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