1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) FEBRUARY 18, 1997 HUGHES SUPPLY, INC. (Exact Name of Registrant as Specified in Charter) FLORIDA 001-08772 59-0559446 (State or Other Jurisdiction (Commission File Number) (IRS Employer Identification of Incorporation) No.) 20 North Orange Avenue, 32801 Suite 200, (Zip Code) Orlando, Florida (Address of Principal Executive Offices) Registrant's telephone number, including area code (404) 841-4755 NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) ================================================================================ 2 ITEM 5. OTHER EVENTS Hughes Supply, Inc., a Florida corporation (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 (the "Supplemental Consolidated Financial Statements"). The Supplemental Consolidated Financial Statements give effect to the business combinations between the Registrant and Panhandle Pipe & Supply Co., a West Virginia corporation, Sunbelt Supply Co., a Texas corporation, and Metals, Incorporated, Stainless Tubular Products, Inc. and Metals, Inc.-Gulf Coast Division, each an Oklahoma corporation, accounted for as poolings of interests. Accordingly, these Supplemental Consolidated Financial Statements supersede the Consolidated Financial Statements filed as a part of the Registrant's Registration Statement on Form S-3, dated November 6, 1996 ( File No. 333-15675). A copy of the Supplemental Consolidated Financial Statements are attached as Exhibit 99.1 to this Report, and Management's Discussion and Analysis of Financial Condition and Results of Operations is attached as Exhibit 99.2 to this report. Each Exhibit is incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits 99.1 Supplemental Consolidated 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. 99.2 Management's Discussion and Analysis of Financial Condition and Results of Operations. 99.3 Consent of Price Waterhouse LLP 99.4 Consent of Coopers & Lybrand L.L.P. 2 3 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 hereunto duly authorized. HUGHES SUPPLY, INC. Date: February 18, 1997 By: /s/ J. STEPHEN ZEPF -------------------------------------- J. Stephen Zepf Treasurer and Chief Financial Officer 3 4 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 Supplemental Consolidated 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. 99.2 Management's Discussion and Analysis of Financial Condition and Results of Operations. 99.3 Consent of Price Waterhouse LLP 99.4 Consent of Coopers & Lybrand L.L.P. 4