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): January 9, 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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Hughes Supply, Inc., a Florida corporation (the "Company"), announced that it
has entered into an Agreement and Plan of Merger, dated as of January 9, 2006
(the "Merger Agreement"), with The Home Depot, Inc., a Delaware corporation
("Home Depot"), pursuant to which a wholly owned subsidiary of Home Depot
("Merger Co") will merge with and into the Company (the "Merger"), with the
Company continuing as the surviving corporation.
Pursuant to the Merger Agreement, at the effective time of the Merger, each
outstanding share of common stock, par value $1.00 per share, of the Company
(the "Shares"), other than any Shares owned by the Company, Merger Co or any
direct or indirect wholly-owned subsidiary of Home Depot, will be canceled and
converted automatically into the right to receive $46.50 in cash, without
interest.
The Merger is conditioned, among other things, on the adoption of the Merger
Agreement by the shareholders of the Company and the termination or expiration
of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.
The Company may terminate the Merger Agreement under certain circumstances,
including if its board of directors determines in good faith that it has
received an unsolicited bona fide "superior proposal," as defined in the Merger
Agreement, and otherwise complies with certain terms of the Merger Agreement. In
connection with such termination, the Company must pay a fee of $124,800,000 to
Home Depot (the "Termination Fee"). The Merger Agreement also provides for the
Company to pay to Home Depot the Termination Fee upon termination of the Merger
Agreement in certain other circumstances.
Immediately prior to the execution of the Merger Agreement, the Company and
American Stock Transfer & Trust Company (the "Rights Agent") entered into an
amendment ("Amendment No. 1") to the Rights Agreement dated as of May 20, 1998
(the "Rights Agreement"), which provides that neither the execution of the
Merger Agreement nor the consummation of the Merger will trigger the provisions
of the Rights Agreement. Amendment No. 1 is further described in Item 3.03
below.
The foregoing descriptions of the Merger Agreement and Amendment No. 1 do not
purport to be complete and are qualified in their entirety by reference to the
Merger Agreement and Amendment No. 1 which are filed as exhibits hereto, and are
incorporated herein by reference.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.03. MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS.
Immediately prior to the execution of the Merger Agreement, the Company and the
Rights Agent entered into Amendment No. 1, which provides that neither the
execution of the Merger Agreement nor the consummation of the Merger will
trigger the provisions of the Rights Agreement. Capitalized terms used but not
defined herein shall have the meanings ascribed to such terms in the Rights
Agreement.
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In particular, Amendment No. 1 provides, among other things, that neither Home
Depot nor any of its Subsidiaries, Affiliates or Associates, including Merger Co
(collectively, the "Parent Group") shall be, or shall be deemed to be, an
Acquiring Person by virtue of or as a result of (A) the execution of the Merger
Agreement or any agreements, arrangements or understandings entered into by Home
Depot or Merger Co contemplated by the Merger Agreement if such agreements,
arrangements or understandings are in accordance with the terms and conditions
of the Merger Agreement; (B) the announcement of the Merger Agreement or the
Merger; (C) the consummation of the Merger; or (D) the consummation of the other
transactions contemplated by the Merger Agreement upon the terms and conditions
of the Merger Agreement. Each event described in subclauses (A), (B), (C) and
(D) is referred to herein as an "Exempted Transaction."
In addition, pursuant to Amendment No. 1, the Parent Group shall not be deemed
to be a Beneficial Owner of, or to beneficially own, any securities solely by
virtue of or as a result of any Exempted Transaction.
In addition, pursuant to Amendment No. 1, a Distribution Date shall not be
deemed to have occurred by virtue of or as a result of any Exempted Transaction,
a Triggering Event shall not be deemed to have occurred by virtue of or as a
result of any Exempted Transaction, and a Share Acquisition Date shall not be
deemed to have occurred by virtue of or as a result of the public announcement
of any Exempted Transaction.
In accordance with Amendment No. 1, at the Final Expiration Date (as defined in
Amendment No. 1), (a) the Rights Agreement shall be terminated and be without
any further force or effect, (b) none of the parties to the Rights Agreement
will have any rights, obligations or liabilities thereunder and (c) the holders
of the Rights shall not be entitled to any benefits, rights or other interests
under the Rights Agreement, including, without limitation, the right to purchase
or otherwise acquire Preferred Shares or any other securities of the Company.
The foregoing description of Amendment No. 1 contained herein does not purport
to be complete and is qualified in its entirety by reference to the Amendment
No. 1, which is filed as an exhibit hereto and is incorporated herein by
reference.
SECTION 8 - OTHER EVENTS.
ITEM 8.01. OTHER EVENTS.
On January 10, 2006, the Company and Home Depot announced the execution of the
Merger Agreement pursuant to a press release, which is filed as an exhibit
hereto.
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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 2.1 Agreement and Plan of Merger, dated as of January 9, 2006,
between Hughes Supply, Inc. and The Home Depot, Inc.
Exhibit 4.1 Amendment No. 1 to Rights Agreement, dated January 9, 2006,
between Hughes Supply, Inc. and American Stock Transfer &
Trust Company, as Rights Agent.
Exhibit 99.1 Press Release dated January 10, 2006
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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: January 10, 2006
Hughes Supply, Inc.
By: /s/ John Z. Pare
----------------------------------------------
John Z. Pare
Senior Vice President, General Counsel and
Secretary
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Merger, dated as of January 9, 2006,
between Hughes Supply, Inc. and The Home Depot, Inc.
4.1 Amendment No. 1 to Rights Agreement, dated January 9, 2006,
between Hughes Supply, Inc. and American Stock Transfer &
Trust Company, as Rights Agent.
99.1 Press Release, dated January 10, 2006.
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