Mail Stop 0510
June 2, 2005
Via U.S. mail and facsimile
Mr. David Bearman
Hughes Supply, Inc.
Corporate Office
One Hughes Way
Orlando, Florida 32805
Re: Hughes Supply, Inc.
Registration Statement on Form S-4
Filed May 10, 2005
File Nos. 333-124792 and 333-124792-01 through 38
Form 10-K for the year ended January 31, 2005
Filed April 12, 2005
File No. 001-08772
Dear Mr. Bearman:
We have limited our review of your filings to those issues
we
have addressed in our comments. Where indicated, we think you
should
revise your filings in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
FORM S-4 FILED MAY 10, 2005
General
1. If you intend to rely on the position the staff has taken in
Exxon
Capital Holdings Corporation (May 13, 1988) and subsequent related
no-action letters, please provide us with a supplemental letter
stating that you are registering your exchange offer in reliance
on
our position contained in these letters and include the
representations contained in Morgan Stanley & Co., Inc. (June 5,
1991) and Shearman & Sterling (July 2, 1993).
Table of Additional Registrants
2. We note that Hughes Supply Management Services, Inc. is a
guarantor on the notes and is listed as an additional registrant.
However, it does not appear that this co-registrant has registered
on
EDGAR. Please revise accordingly.
Front Cover Page of Prospectus
3. As currently represented, your exchange offer could be open for
less than 20 full business days due to the 5:00 p.m. expiration
time
instead of an expiration time of midnight on what ultimately may
be
the 20th business day following commencement of your exchange
offer.
See Question and Answer 8 set forth in SEC Release 34-16623 (March
5,
1980). Please supplementally confirm that your exchange offer
will
be open at least through midnight on the 20th business day. See
Rule
14d-1(g)(3) of the Exchange Act.
4. Please briefly describe the guarantees and guarantors on the
cover
page, as required by Item 501 of Regulation S-K.
Inside Front Cover Page of Prospectus
5. Please disclose the information required by Items 2(1) and 2(2)
of
Form S-4.
Forward-Looking Statements, page ii
6. The safe harbor for forward-looking statements provided in the
Private Securities Litigation Reform Act of 1995 does not apply to
statements made in connection with a tender offer. See Section
27A(b)(2)(C) of the Securities Act and Section 21E(b)(2)(C) of the
Exchange Act. Therefore, please state explicitly that the safe
harbor protections it provides do not apply to statements made in
connection with your exchange offer.
Summary, page 1
7. Please provide a brief statement as to the accounting treatment
of
your exchange offer. See Item 4(a)(5) of Form S-4.
8. Please include a brief summary of the material provisions of
the
indenture governing the notes.
Use of Proceeds, page 15
9. Please disclose with quantification how you used or intend to
use
the proceeds raised from the issuance of the original notes in
October 2004.
The Exchange Offer, page 19
Expiration Date; Extensions; Amendments, page 20
10. You reserve the right "to delay accepting any original notes."
Clarify in what circumstances you will delay acceptance and
confirm
that any such delay will be consistent with Rule 14e-1(c). For
example, if you are referring to the right to delay acceptance
only
due to an extension of your exchange offer, so state.
11. Please reconcile your disclosure in the third bullet point in
the
first paragraph on page 21 with your disclosure in the last
paragraph
on page 20.
Conditions to the Exchange Offer, page 27
12. All conditions to your exchange offer, except those related to
the receipt of government regulatory approvals necessary to
consummate your exchange offer, must be satisfied or waived at or
before the expiration of your exchange offer. The language on
page
28, that you could assert conditions "from time to time" suggests
that you might assert or waive conditions after expiration.
Please
revise your language in this section and throughout your document
accordingly.
13. We note that one of the conditions to your exchange offer is
that
your exchange offer is not prohibited under applicable law, rule
or
regulation or SEC policy. Please confirm your understanding that
"applicable law" and SEC policy are not regulatory approvals, and
therefore conditions relating to those items must be satisfied or
waived prior to expiration.
14. Please revise to disclose all conditions to your exchange
offer
under "Summary of the Exchange Offer - Conditions to the Exchange
Offer" on page 4. In this regard, we note that the condition in
the
last sentence of this section regarding stop orders is not
disclosed
in the summary section.
15. You indicate that your failure to assert conditions will not
mean
that you have waived your right to do so. Please note that you
may
not implicitly waive a condition to your exchange offer by failing
to
assert it. If you decide to waive a condition, you must expressly
announce the decision in a manner reasonably calculated to inform
security holders of the waiver. Please confirm your understanding
supplementally. In addition, please disclose that it you waive a
condition to your exchange offer you will extend the offer period,
if
necessary, so that at least five business days remain in your
exchange offer following notice of the waiver.
Return of Original Notes, page 24
16. We note that you will return unaccepted, withdrawn or
otherwise
non-exchanged original notes "as promptly as practicable" after
the
expiration or termination of your exchange offer. Rule 14e-1(c)
requires that you exchange the notes or return the original notes
"promptly" upon expiration or termination of your exchange offer,
as
applicable. Please revise your language in this section and
throughout your document accordingly.
Description of the Notes, page 29
17. Please revise the first sentence of this section to remove the
implication that investors do not have rights that relate to the
description of the notes in your prospectus.
Important Federal Income Tax Considerations, page 38
18. Please revise the heading to this section and the disclosure
that
follows to clarify that you are discussing all "material" rather
than
"certain" or "important" tax considerations of your exchange
offer.
19. Your disclosure in this section is qualified by the use of the
term "should" and suggests uncertainty about the tax consequences
of
your exchange offer. Please revise to provide a more definitive
statement. In this regard, we note your disclosure under "Summary
of
the Exchange Offer - Federal Income Tax Consequences" on page 4
that
your exchange offer "will not" result in gain or loss to a
security
holder.
20. Please delete the statement that your discussion is "for
general
information only." This language may suggest that you do not have
full responsibility under the federal securities laws for your
discussion.
Combined Financial Statements of Western States Electric Inc....,
page F-1
Report of Independent Certified Public Accountants, page F-2
21. We note that the report of Grant Thornton does not refer to
"the
standards of the Public Company Accounting Oversight Board (United
States)." Please provide us with your analysis of how this report
complies with Auditing Standard No. 1 of the PCAOB, or revise the
report. Also refer to our Release 33-8422.
Part II - Information Not Required in Prospectus, page II-1
Item 21. Exhibits and Financials Statement Schedules, page II-1
22. Please file Exhibits 3.62, 3.63 and 21.1. In addition, please
revise this section to list Exhibits 3.80 through 3.83.
Exhibit 5.1
23. Please identify the guarantors. In addition, the legality
opinion must not exclude the corporate laws of the jurisdiction of
incorporation of each guarantor. Matters governed by corporate
law,
such as having authority to enter into the indenture, guarantees
and
note, impact the binding nature of the parties` obligations under
the
notes and guarantees. In this regard, we note the limitation set
forth in the seventh paragraph of the legal opinion. Please
revise
accordingly.
24. We note the assumptions listed in clauses (i) through (v) of
the
fifth paragraph of the legal opinion. These assumptions are not
appropriate as to your company or any of the guarantors. Please
revise accordingly.
Exhibit 99.1
25. Please revise your letter of transmittal as appropriate to
reflect the comments set forth above.
26. Please delete the language in the letter of transmittal
requiring
the note holder to acknowledge or certify that he/she has "read,"
"reviewed" or "understands" all of the terms of your exchange
offer.
FORM 10-K FOR THE YEAR ENDED JANUARY 31, 2005
Financial Statements
Note 7 - Total Debt
27. Please refer to the letter you received from Leslie Overton,
Associate Chief Accountant, dated March 31, 2005. In light of Ms.
Overton`s statement that you should provide the full condensed
consolidating financial information specified in Rule 3-10(f)(4)
without abbreviation and should also provide separate audited
financial statements for your captive insurance subsidiary Hughes
Insurance Company, Ltd. ("HIC"), it is unclear to us why you have
provided the abbreviated narrative disclosure discussed in Note 1
to
Rule 3-10(f). Based on a review of the exhibit listing to your
Form
S-4 and a review of other recent filings, it does not appear that
you
have amended your debt agreement to remove HIC as a guarantor
subsidiary. It is not clear to us how you determined that you met
the criteria to provide this abbreviated disclosure. We also note
that HIC is not listed in the table of additional registrants at
the
front of your Form S-4. Please advise or revise.
* * * *
As appropriate, please amend your filings in response to
these
comments. You may wish to provide us with marked copies of the
amendments to expedite our review. Please furnish a cover letter
that is filed on EDGAR with your amendments that keys your
responses
to our comments and provides any requested information. Detailed
cover letters greatly facilitate our review. Please understand
that
we may have additional comments after reviewing your amendments
and
responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities Act
and
the Exchange Act and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
Notwithstanding our comments, in the event that the company
requests acceleration of the effective date of its registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filings or in response to our comments on your filings.
We will consider a written request for acceleration of the
effective date of your registration statement as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act and the
Exchange
Act as they relate to the proposed public offering of the
securities
specified in your registration statement. We will act on the
request
and, pursuant to delegated authority, grant acceleration of the
effective date.
We direct your attention to Rules 460 and 461 under the
Securities Act regarding requesting acceleration of a registration
statement. Please allow adequate time after the filing of any
amendment for further review before submitting a request for
acceleration. Please provide this request at least two business
days
in advance of the requested effective date.
You may contact Jennifer Thompson, Staff Accountant, at
(202)
551-3737 or, in her absence, John Cash, Accounting Branch Chief,
at
(202) 551-3768 if you have questions regarding comments on the
financial statements and related matters. Please contact Andrew
Schoeffler, Staff Attorney, at (202) 551-3748 or, in his absence,
the
undersigned at (202) 551-3760 with any other questions.
Sincerely,
Pamela A. Long
Assistant Director
cc: Mr. John Z. Par
Hughes Supply, Inc.
Corporate Office
One Hughes Way
Orlando, Florida 32805
Mr. Tom McAleavey
Holland & Knight LLP
P.O. Box 1526
200 South Orange Ave., Suite 2600
Orlando, Florida 32801
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Mr. David Bearman
Hughes Supply, Inc.
June 2, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE