10-K/A 1 y63579e10vkza.txt AMENDMENT NO. 1 TO THE FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 (Mark One) |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 25, 2002 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) (407) 841-4755 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ------------------- ------------------- Common Stock ($1.00 Par Value) New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |_| The aggregate market value of the Registrant's voting stock held by non-affiliates ($41.40 per share): $903,043,255 as of April 19, 2002. There were 23,850,329 shares of the Registrant's Common Stock ($1.00 par value) outstanding as of April 19, 2002. DOCUMENTS INCORPORATED BY REFERENCE Designated portions of the Annual Report to Shareholders for the fiscal year ended January 25, 2002 are incorporated by reference in Parts I, II, and IV of this Report. Designated portions of the Definitive Proxy Statement for the 2002 Annual Meeting of Shareholders are incorporated by reference in Part III of this Report. ================================================================================ EXPLANATORY NOTE The information incorporated in Part III of our Annual Report on Form 10-K for the fiscal year ended January 25, 2002 by reference to our Definitive Proxy Statement for the 2002 Annual Meeting of Shareholders, contained a typographical error. This amendment on Form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended January 25, 2002 is being filed solely for the purpose of correcting the typographical error. Under the caption "Certain Transactions With Management" in our Definitive Proxy Statement for the 2002 Annual Meeting of Shareholders, we stated that under leases in effect during the fiscal year ended January 25, 2002, we made rental payments to Hughes, Inc. aggregating $388,002. The correct amount of our payments for such period was $1,388,002. The correct amount was accurately represented in our consolidated financial statements and the notes thereto contained elsewhere in such Form 10-K and neither the typographical error nor this amendment will affect such consolidated financial statements. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. HUGHES SUPPLY, INC. By: /S/ DAVID H.HUGHES ------------------- David H. Hughes, Chairman and Chief Executive Officer Date: August 28, 2002