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
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
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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(5) Total fee paid:
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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
the Form or Schedule and the date of its filing.
(1) Amount previously paid:_______________________________________________
(2) Form, Schedule or Registration Statement No.:_________________________
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(4) Date filed:___________________________________________________________
THIS FILING CONSISTS OF MATERIALS SENT TO EMPLOYEES REGARDING THE PROPOSED
MERGER.
TO: All Hughes Supply Employees
FROM: Tom Morgan, President and CEO
DATE: January 27, 2006
RE: Employee Update
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One of the areas of primary importance for Hughes Supply and The Home Depot
Supply is determining the organizational structure that will best position us to
move forward. We anticipate there will be 18 leadership positions that will be
named within the next few weeks.
Since the Integration Management Office was formed, we have made significant
headway in forming the integration teams and introducing the team leaders from
Hughes to our counterparts at The Home Depot Supply. This week, several
integration teams met and began the planning process with their Home Depot
Supply counterparts. To date, we have 90 Hughes people dedicated to this effort
and a similar number on The Home Depot side. The number of people involved will
likely increase as the project gathers momentum and we need to tap into
additional resources. Next week all the business and functional integration team
members will gather together for a combined meeting with The Home Depot Supply
integration team members on February 1st -2nd for an official kick-off meeting
We are fully participating in the integration planning process, and our
experience and opinions are being given ample consideration.
During this process, we need to make sure we are carefully adhering to our rules
of engagement, which specify the kinds of materials we are allowed to share at
this time. If you have any questions about the integration process or the
information-sharing guidelines, please contact either the Business or Functional
Team Leaders for your areas or Arleen Llerandi, Vice President, Business
Integration at 407-822-2989. You will find a list of our integration leaders
below, along with our rules of engagement, for your reference.
On January 13th, we made the required filings with the U.S. Department of
Justice for Hart-Scott-Rodino (HSR) approval and today we filed our preliminary
proxy statement with the Securities and Exchange Commission (SEC) for the
Special Meeting of Shareholders. As you can see, we are making a lot of progress
in obtaining the necessary regulatory and shareholder approval to close the
merger as soon as possible.
In various discussions with Hughes Supply associates, Joe DeAngelo, Executive
Vice President, The Home Depot Supply, has expressed his plans to maintain
offices in Atlanta and Orlando for the foreseeable future, and has reaffirmed
the company's intention to keep Hughes Supply's headquarters in Orlando once the
merger closes.
We will continue to keep you updated with information as it develops. Thank you
and keep up the great work.
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 preliminary proxy statement dated
January 27, 2006 for its 2006 Special Meeting of Shareholders, filed with the
Securities and Exchange Commission, relating to the merger.
[Hughes Supply 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, Terri Coalburn
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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 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