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