UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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Filed by a Party other than the Registrant |_|
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|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material pursuant to ss.240.14a-12
Hughes Supply, Inc.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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|_| 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 fling by registration statement number or
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THIS FILING CONSISTS OF A MEMORANDUM PROVIDED TO EMPLOYEES REGARDING THE
PROPOSED MERGER.
HUGHES SUPPLY, INC.
Corporate Office
One Hughes Way
Orlando, FL 32805
MEMORANDUM [HUGHES SUPPLY, INC. LOGO]
TO: All Employees
FROM: Tom Morgan, President and CEO
DATE: January 13, 2006
RE: Formation of Integration Management Office
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As all of you know, on January 10, 2006 we announced that we had entered into a
merger agreement with The Home Depot(R). Hopefully by now, you have all had an
opportunity to meet with your managers and discuss any questions or concerns
about this announcement.
A combination of this scale and scope will require a significant amount of
dedicated resources. In view of that, we have formed an Integration Management
Office to begin planning for the integration of our company with The Home Depot
Supply. The Integration Management Office is a cross-functional team with
members from both companies who will work to integrate operations to develop the
best combined supply business.
To that end, I am pleased to announce that we have appointed Arleen Llerandi as
Vice President - Business Integration to lead the Hughes program. Jointly with
The Home Depot Supply's Integration Team leaders, Arleen will lead the
integration process at Hughes, together with the Business and Functional
Integration Leaders identified on the attached page. These individuals will soon
be fully dedicated to this effort until the integration is complete. There will
be additional individuals added in due course to both the functional and
business teams as the process develops. Completion of this merger and the
integration of the operations is a vitally important project for both companies
and speed of execution is critical. I trust that you will provide Arleen and the
entire Integration Team with the support and assistance they require.
In addition, all information requests or inquiries regarding The Home Depot or
the merger, should go through the Integration Management Office. Arleen can be
reached at 407-822-2989, or at arleen.llerandi@hughessupply.com.
As outlined previously, completion of the merger is subject to regulatory and
shareholder approval, and until the merger is complete, business operations will
remain unchanged. It is very important to keep in mind that until the
transaction is complete, we remain competitors of The Home Depot Supply and
there are strict laws and guidelines that must be followed to ensure compliance
with all government regulations. Also attached please find the rules of
engagement which specify the activities and types of information that cannot be
shared between the two companies. Strict adherence to these rules is mandatory
and all employees are expected to follow them until the merger is complete.
This merger will provide a multitude of opportunities for our employees and our
customers. However, I cannot stress enough the importance of staying focused on
your responsibilities, continuing to demonstrate your commitment to our
customers and to excellence in everything you do, and, until the merger is
complete, complying with the guidelines attached. We will continue to deliver
frequent updates as events unfold and our company plans this transition.
ACTION: Please share this information and the accompanying attachments with all
employees as soon as possible.
In connection with the proposed merger, Hughes Supply will file a proxy
statement with the Securities and Exchange Commission. INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders
may obtain a free copy of the proxy statement (when available) and other
documents filed by Hughes Supply at the Securities and Exchange Commission's Web
site at http://www.sec.gov. The 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 proxy statement dated April 18,
2005 relating to its 2005 Annual Meeting of Stockholders, previously filed with
the Securities and Exchange Commission, and in the proxy statement relating to
the merger when it becomes available.
[HUGHES SUPPLY, INC. LOGO]
INTEGRATION MANAGEMENT OFFICE
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HUGHES INTEGRATION LEADER Arleen Llerandi
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BUSINESS INTEGRATION LEADERS:
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Water & Sewer Annie Diaz-Toro
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MRO Mike LeClair
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Building Materials Joe Davenport
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Plumbing/HVAC Suzanne Staley
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Utilities Rick Reeth
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Electrical Kelly Shaw
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Industrial PVF Rob Broyles
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FUNCTIONAL INTEGRATION LEADERS:
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Human Resources Jay Romans, Shannon Schmid
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Information Technology Tom Ward
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Finance / Tax / Treasury Jay Clark
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Shared Services Darien Pate
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Legal Ken Veneziano
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Operations Jonathan House
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Purchasing Bob Machaby, Jennifer York
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Communications Lauren Brey
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Marketing/Branding John Fitts
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Strategic Business Development Jon Skelly
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Real Estate George Urquiola
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Safety Alan Shamblin
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[HUGHES SUPPLY, INC. LOGO]
HUGHES AND THE HOME DEPOT MERGER
GUIDELINES FOR CONDUCT PRIOR TO CLOSING
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As you know, Hughes and The Home Depot have agreed to merge. However,
before we close the deal, our companies must gain several government regulatory
clearances. Therefore, until the time that we close, it is business as usual.
The Home Depot is still our competitor. Until we complete the
transaction, it is essential that everyone at Hughes maintain the same level of
competition. To that end, we have compiled the following guidelines.
GUIDELINES FOR COMMUNICATIONS WITH CUSTOMERS:
o Remember that until the transaction closes, The Home Depot is our
competitor. Do not change or modify any competitive activity in
anticipation of the transaction closing.
o Do not refer customers to The Home Depot, or ask that The Home Depot
customers refer to you or that they breach agreements in anticipation of
closing the transaction.
o Do not take any steps to allocate customers, integrate any operations, or
influence The Home Depot's business decisions; and do not let The Home
Depot influence your decisions.
o Do not offer any terms, incentives, non-standard product packages, or
cross-discounts in anticipation of closing the transaction.
o Do not coordinate any pricing, bidding, production, promotions, or other
practices, decisions or strategies with The Home Depot.
o Do not say or imply to customers that Hughes and The Home Depot are
coordinating activities. Do not imply to customers that you have insights
into The Home Depots plans, other than what information is available
publicly.
o Do not provide or exchange information with anyone from The Home Depot. If
you are asked to do so, please contact us so that we may coordinate proper
planning activities through proper channels.
CONSULT LEGAL BEFORE:
o Participating in any meetings to discuss post-closing activities.
o Disclosing or exchanging any confidential information with anyone other
than Hughes employees or our attorneys.
o Communicating with your sales counterparts at The Home Depot.
o Writing a document that could be connected with this transaction, because
it may need to be provided to antitrust authorities.
If you have any questions about these guidelines, or if any questions arise in
regard to a specific situation, please contact your Business or Functional
Integration Team Leader, identified on the previous page, or if they are
unavailable you may contact Arleen Llerandi, VP of Business Integration at
407.822.2989, or Ken Veneziano, VP and Deputy General Counsel at 407.822.2916.
January 13, 2006