-----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, G4pP+OIhZLhxPf3CjWq+4h1bRd/bC6QqSWl2swn/nUGZREPRfGkROQnZjAkD5qkm sfRr8fR5wuTVC3eeFvw3/w== 0000909518-06-000233.txt : 20060303 0000909518-06-000233.hdr.sgml : 20060303 20060303112117 ACCESSION NUMBER: 0000909518-06-000233 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060303 DATE AS OF CHANGE: 20060303 EFFECTIVENESS DATE: 20060303 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08772 FILM NUMBER: 06662275 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 DEFA14A 1 jd3-3_defa14a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [_] Check the appropriate box: [_] Preliminary Proxy Statement [_] Confidential, for Use of the Commission Only (as permitted by Rule 14a6(e)(2)) [_] Definitive Proxy Statement [X] Definitive Additional Materials [_] Soliciting Material under ss. 240.14a-12 HUGHES SUPPLY, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [_] Fee paid previously with preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid:_______________________________________________ 2) Form, Schedule or Registration Statement No.:_________________________ 3) Filing Party:_________________________________________________________ 4) Date Filed:___________________________________________________________ THIS FILING CONSISTS OF MATERIALS PUBLISHED IN THE ORLANDO SENTINEL IN RESPONSE TO AN ARTICLE PREVIOUSLY PUBLISHED IN A FEBRUARY 17, 2006 ISSUE OF THE ORLANDO SENTINEL. FEBRUARY 28, 2006 ORLANDO SENTINEL LETTERS EDITOR This is to clarify the February 17 article by Susan Strother Clarke concerning the Home Depot purchase of Hughes Supply headlined "Execs Get Sweet Supply of Cash." The fact is that most of the payments she cites as being excessive are for stock and retirement benefits which are already owned and otherwise earned. We have thousands of employees who own stock outright, through stock options, payroll deductions and 401K plans. There are Board members who have owned stock since the initial public offering in 1970. Personally, I went 34 years without selling a single share. Most good companies have change in control provisions because it is difficult to recruit and retain top executives like Tom Morgan, David Bearman, and Neal Keating without some assurance that they won't lose everything in the event of a takeover. Our Company was founded in Orlando in 1928 and the original Founders turned things over to me in 1972. Since then, we have tried to establish a reputation for fairness and conservatism while creating $3.2 billion in shareholder value and nearly 10,000 jobs. I agree with Ms. Clarke that CEO's and many top executives at other companies are overpaid but that has not been the case at Hughes. David Hughes Chairman Hughes Supply, Inc. * * * * * In connection with the proposed merger, Hughes Supply has filed a definitive proxy statement with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, WHICH CONTAINS IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the definitive proxy statement and other documents filed by Hughes Supply at the Securities and Exchange Commission's Web site at http://www.sec.gov. The definitive 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 definitive proxy statement dated February 27, 2006, for its Special Meeting of Shareholders, relating to the merger. -----END PRIVACY-ENHANCED MESSAGE-----