Mail Stop 7010
February 17, 2006
Via U.S. mail and facsimile
Mr. John Z. Pare
General Counsel
Hughes Supply, Inc.
501 West Church Street
Orlando, FL 32805
Re: Hughes Supply, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed January 27, 2006
File No. 001-08772
Dear Mr. Pare:
We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your filing in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. We note that the EDGAR code under which you filed your Schedule
14A was PRE 14A. It appears that the EDGAR code for your Schedule
14A should be PREM14A, as it relates to a business combination.
Please revise accordingly.
Summary, page 5
2. Please relocate the Summary section so that it precedes the Q&A
section. See Instruction 2 to Item 1001 of Regulation M-A.
3. Please revise the Summary section so that it sets forth only
the
principal terms of the proposed merger instead of summarizing the
entire filing. It should be no longer than a couple of pages and
should be written in plain English. See Item 1001 of Regulation
M-A.
4. Please revise the fourth sentence of the introductory paragraph
to
eliminate the implication that stockholders do not have any rights
relating to the summary of the merger agreement in your proxy
statement. Please also comply with this comment in the third
sentence of the first paragraph in the section entitled "Proposal
1 -
The Merger Agreement" on page 45.
5. Please delete the second introductory paragraph, as the
information is clear from the context.
Caution Regarding Forward-Looking Statements, page 12
6. Please revise the first and second sentences of the last
paragraph
to eliminate the implication that you do not have responsibility
under the federal securities laws for all information contained in
your proxy statement. Please also comply with this comment in the
fourth last sentence of the top paragraph on page 23.
Background of the Merger, page 17
7. We note the disclosure in the second sentence of the fifth
paragraph on page 18. Please disclose the information required by
Item 1015(b)(3) of Regulation M-A with respect to the selection of
Lehman Brothers as your financial advisor. For example, did you
consider other potential financial advisors and, if so, why did
you
choose Lehman Brothers?
8. We note the disclosure in the eighth paragraph on page 20.
Please
disclose the reasons why the compensation committee approved new
severance agreements.
Opinion of Our Financial Advisor, page 28
9. Please delete the last sentence of the second paragraph, as
stockholders are entitled to rely solely on the disclosure in your
proxy statement. Please also comply with this comment in the
second
sentence of the first paragraph in the section entitled "Proposal
1 -
The Merger Agreement" on page 45.
Non-Qualified Deferred Compensation Plans, page 40
10. Please quantify the benefits to be received under your non-
qualified deferred compensation plan.
Proposal 1 - The Merger Agreement
11. We note the disclosure in the fifth and sixth sentences of the
first paragraph. Please revise to remove any potential
implication
that the merger agreement does not constitute public disclosure
under
the federal securities laws.
Representations and Warranties, page 51
12. We note the disclosure in the fifth and seventh sentences of
the
first paragraph. Please be advised that, notwithstanding this
disclosure, you are responsible for considering whether additional
disclosure may be required to make statements included in your
proxy
statement not misleading.
* * * *
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
that is filed on EDGAR with your amendment that keys your
responses
to our comments and provides any requested information. Detailed
cover letters greatly facilitate our review. Please understand
that
we may have additional comments after reviewing your amendment and
responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Exchange Act
and
that they have provided all information investors require for an
informed investment decision. Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
Please contact Andrew Schoeffler, Staff Attorney, at (202)
551-
3748 or, in his absence, the undersigned at (202) 551- 3767 with
any
questions.
Sincerely,
Jennifer Hardy
Legal Branch Chief
cc: Mr. Thomas A. Roberts
Ms. Marita A. Makinen
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Mr. Tom McAleavey
Holland & Knight LLP
200 South Orange Avenue
Suite 2600
Orlando, FL 32801
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Mr. John Z. Pare
Hughes Supply, Inc.
February 17, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE