-----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, U1ETSJzkjbCSk4nBhSq3NLBVzJDHBJfhSUVQe9qvNI8St9VVgjKIQ0RBe+Uho+2q z+m3f2slUogg7zi2ICp59w== 0000909518-06-000315.txt : 20060330 0000909518-06-000315.hdr.sgml : 20060330 20060330165300 ACCESSION NUMBER: 0000909518-06-000315 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060330 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060330 DATE AS OF CHANGE: 20060330 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: 06723856 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 jd3-30_8k.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): March 30, 2006 Hughes Supply, Inc. (Exact name of registrant as specified in its charter) Florida 001-08772 59-0559446 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) 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) [_] 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 8.01. OTHER EVENTS. On March 30, 2006, Hughes Supply, Inc. (the "Company") issued a press release announcing that the Company's shareholders approved the Agreement and Plan of Merger, dated as of January 9, 2006, between The Home Depot, Inc. and the Company. A copy of the press release is attached hereto as Exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit 99.1 Press Release, dated March 30, 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: March 30, 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 March 30, 2006. 4 EX-99 2 jd3-30ex99_1.txt 99.1 EXHIBIT 99.1 NEWS RELEASE For Immediate Release Company Contact: March 30, 2006 Lauren Brey Director, Corporate Communications (407) 822-2143 HUGHES SUPPLY SHAREHOLDERS APPROVE MERGER AGREEMENT WITH THE HOME DEPOT(R) Hughes Supply, Inc. (NYSE:HUG) Orlando, Florida Hughes Supply today announced its shareholders have overwhelmingly approved the merger agreement with The Home Depot (NYSE: HD) for an aggregate consideration of $3.51 billion, including the payment of $46.50 per outstanding share and the assumption of $325 million in net debt. Hughes Supply will become part of Home Depot Supply, a division of The Home Depot. The transaction received an approval of 71 percent of the outstanding shares of Hughes Supply common stock, representing 99.4 percent of all votes cast, at a Hughes Supply Special Meeting of shareholders earlier today. The transaction is expected to close as soon as practicable. "This agreement is positive for all of our constituents by creating significant shareholder value, increasing the opportunities available to our employees, continuing our commitment to superior service to customers and building on the foundation of strong vendor relationships," said Tom Morgan, president and CEO of Hughes Supply. "We have accomplished a great deal since our company's founding in 1928 due to the dedication and hard work of our people. Together with Home Depot Supply, the company is positioned to achieve even more." 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 9,700 associates and generated annual net sales of over $5.4 billion in its last fiscal year ended January 31, 2006. Hughes is a Fortune 500 company and was named the #3 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 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. -----END PRIVACY-ENHANCED MESSAGE-----