-----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, MJCxrJJqABL11fyZw3qoksWTvc/QVYpYtDyjqPSk6k/6YBxbgCC8EmlzsYd5Lx9Z NRIiPp0X/w7ApgAcTV8nbA== 0000909518-06-000186.txt : 20060214 0000909518-06-000186.hdr.sgml : 20060214 20060214161348 ACCESSION NUMBER: 0000909518-06-000186 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: 06615235 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_8k2.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 an employee memorandum 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 and that Hughes expects to close the merger by the end of its first fiscal quarter, April 30, 2006. A copy of the employee memorandum is attached hereto as Exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit 99.1 Employee Memorandum, 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 Employee Memorandum, dated February 14, 2006. 4 EX-99 2 jd2-14_memo.txt 99.1 EXHIBIT 99.1 Hughes Supply, Inc. [Hughes Supply, Inc. logo] Corporate Office One Hughes Way Orlando, FL 32805 MEMORANDUM TO: All Hughes Supply Employees FROM: Tom Morgan, President & CEO DATE: February 14, 2006 RE: Hart-Scott-Rodino Announcement - -------------------------------------------------------------------------------- Today's Hart-Scott-Rodino announcement shows that The Home Depot(R) acquisition is moving forward and that we are one step closer to closing the merger with The Home Depot Supply business. With this announcement of the expiration of the waiting period under U.S. antitrust laws, we have cleared a major regulatory hurdle. The next step is to file our definitive proxy statement and obtain shareholder approval. We expect the merger to close by the end of our first fiscal quarter, April 30, 2006. Our integration teams continue to meet to discuss how we can best plan for the integration. We are building solid working relationships with our professional counterparts at The Home Depot Supply. I understand that going through this process can be distracting. There are many questions that have yet to be answered, and as soon as we can communicate those answers to you, we will. Please continue to stay focused on achieving our day-to-day business goals, and thank you again for all of your support. ACTION: Please share this information with all Hughes Supply employees. In connection with the proposed merger, Hughes Supply has filed a preliminary proxy statement with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PRELIMINARY PROXY STATEMENT, WHICH CONTAINS IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the preliminary proxy statement and other documents filed by Hughes Supply at the Securities and Exchange Commission's Web site at http://www.sec.gov. The preliminary 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-----