-----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, SBwAl5hy0YWzCnd0xdc8thxnefyTbuNzVFTLCVNbBikvBOUuBRt+9tzHDr4jaiv7 TpRAvioZfLTMOjqUBZTqKw== 0000909518-06-000185.txt : 20060214 0000909518-06-000185.hdr.sgml : 20060214 20060214161250 ACCESSION NUMBER: 0000909518-06-000185 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060214 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUGHES SUPPLY INC CENTRAL INDEX KEY: 0000049029 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-HARDWARE & PLUMBING & HEATING EQUIPMENT & SUPPLIES [5070] IRS NUMBER: 590559446 STATE OF INCORPORATION: FL FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08772 FILM NUMBER: 06615175 BUSINESS ADDRESS: STREET 1: CORPORATE OFFICE STREET 2: ONE HUGHES WAY CITY: ORLANDO STATE: FL ZIP: 32805 BUSINESS PHONE: 4078414755 MAIL ADDRESS: STREET 1: CORPORATE OFFICE STREET 2: ONE HUGHES WAY CITY: ORLANDO STATE: FL ZIP: 32805 8-K 1 jd2-14_8k1.txt UNITED STATES 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 14, 2006 Hughes Supply, Inc. (Exact name of registrant as specified in its charter) Florida 001-08772 59-0559446 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) One Hughes Way, Orlando, Florida 32805 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (407) 841-4755 Not Applicable (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [x] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 7.01. REGULATION FD DISCLOSURE. On February 14, 2006, Hughes Supply, Inc. ("Hughes") issued a press release announcing that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the proposed acquisition of Hughes by The Home Depot, Inc. has expired, a copy of which is attached hereto as Exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit 99.1 Press Release, dated February 14, 2006. 2 SIGNATURE 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. Date: February 14, 2006 Hughes Supply, Inc. By: /s/ John Z. Pare --------------------------------------------- John Z. Pare Senior Vice President, General Counsel and Secretary 3 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release, dated February 14, 2006. 4 EX-99 2 jd2-14_first.txt 99.1 EXHIBIT 99.1 Hughes Supply, Inc. [Hughes Supply, Inc. logo] Corporate Office One Hughes Way Orlando, FL 32805 News Release For Immediate Release Investor Relations Contact: February 14, 2006 Jennifer Noda Investor Relations Analyst (407) 822-2815 HUGHES SUPPLY, INC. ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD Hughes Supply, Inc. (NYSE:HUG) Orlando, Florida Hughes Supply, Inc., a leading distributor of construction, repair and maintenance-related products, announced today that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, relating to the proposed acquisition of Hughes Supply by The Home Depot(R), expired on February 13, 2006. The transaction remains subject to various closing conditions, including the approval of Hughes Supply shareholders. Upon receipt from the Securities and Exchange Commission, the Company will respond to comments related to its preliminary proxy statement filed on January 27, 2006. The Company will file a definitive proxy statement as soon as all comments have been cleared. Additionally, and in connection with its fourth quarter and fiscal year 2006 results, Hughes will issue a press release on Wednesday, March 8, 2006. About Hughes Supply, Inc. - ------------------------- Hughes Supply, Inc., founded in 1928, is one of the nation's largest diversified wholesale distributors of construction, repair and maintenance-related products, with over 500 locations in 40 states. Headquartered in Orlando, Florida, Hughes employs approximately 9,600 associates and generated annual revenues of $4.4 billion for its fiscal year ended January 31, 2005. Hughes is a Fortune 500 company and was named the #1 Most Admired Company in America in the Wholesalers: Diversified Industry segment by FORTUNE Magazine. For additional information on Hughes Supply, you may visit www.hughessupply.com. Except for historical information, all other information discussed in this news release consists of forward-looking statements under the Private Securities Litigation Reform Act of 1995. When used in this report, the words "believe", "anticipate", "estimate", "expect", "may", "will", "should", "plan", "intend", "project", and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be different from any future results, performance, and achievements expressed or implied by these statements. These risks and uncertainties include, but are not limited to, the ability of the Company and The Home Depot to satisfy the conditions to closing of the pending merger (including Company shareholder approval and regulatory approval) and timing of the process; the effect on the Company's business of the pending transaction, the strength of the construction market and the general economy, competition, delay in implementing operating systems, reliance on key personnel who may separate from the Company due to general attrition or due to additional uncertainties created by the pending merger, success in integrating and achieving expected profitability from acquired businesses, achieving enhanced profitability goals, fluctuating commodity prices, the Company's fixed cost structure, customer credit policies, unexpected product shortages, product purchasing and supply, overseas movement of manufacturing facilities, and other factors set forth from time to time in filings with the Securities and Exchange Commission. The forward-looking statements included in this news release are made only as of the date of this news release and under section 27A of the Securities Act and section 21E of the Exchange Act. Hughes Supply does not have any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances. In connection with the proposed merger, Hughes Supply has filed a proxy statement with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement and other documents filed by Hughes Supply at the Securities and Exchange Commission's Web site at http://www.sec.gov. The proxy statement and such other documents may also be obtained for free from Hughes Supply by directing such request to Hughes Supply, Attention: Investor Relations, telephone: (407) 822-2139. Hughes Supply and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed merger. Information concerning the interests of Hughes Supply's participants in the solicitation is set forth in Hughes Supply's preliminary proxy statement dated January 27, 2006, for its 2006 Special Meeting of Shareholders, relating to the merger. -----END PRIVACY-ENHANCED MESSAGE-----