UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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
14a6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material under 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 the 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:
2) Aggregate number of securities to which transaction applies:
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):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[_] 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 filing 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.:_________________________
3) Filing Party:_________________________________________________________
4) Date Filed:___________________________________________________________
THIS FILING CONSISTS OF MATERIALS PUBLISHED IN THE ORLANDO SENTINEL IN RESPONSE
TO AN ARTICLE PREVIOUSLY PUBLISHED IN A FEBRUARY 17, 2006 ISSUE OF THE ORLANDO
SENTINEL.
FEBRUARY 28, 2006
ORLANDO SENTINEL
LETTERS EDITOR
This is to clarify the February 17 article by Susan Strother Clarke concerning
the Home Depot purchase of Hughes Supply headlined "Execs Get Sweet Supply of
Cash."
The fact is that most of the payments she cites as being excessive are for stock
and retirement benefits which are already owned and otherwise earned. We have
thousands of employees who own stock outright, through stock options, payroll
deductions and 401K plans. There are Board members who have owned stock since
the initial public offering in 1970. Personally, I went 34 years without selling
a single share.
Most good companies have change in control provisions because it is difficult to
recruit and retain top executives like Tom Morgan, David Bearman, and Neal
Keating without some assurance that they won't lose everything in the event of a
takeover.
Our Company was founded in Orlando in 1928 and the original Founders turned
things over to me in 1972. Since then, we have tried to establish a reputation
for fairness and conservatism while creating $3.2 billion in shareholder value
and nearly 10,000 jobs.
I agree with Ms. Clarke that CEO's and many top executives at other companies
are overpaid but that has not been the case at Hughes.
David Hughes
Chairman
Hughes Supply, Inc.
* * * * *
In connection with the proposed merger, Hughes Supply has filed a
definitive proxy statement with the Securities and Exchange Commission.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY
STATEMENT, WHICH CONTAINS IMPORTANT INFORMATION. Investors and security holders
may obtain a free copy of the definitive proxy statement and other documents
filed by Hughes Supply at the Securities and Exchange Commission's Web site at
http://www.sec.gov. The definitive 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 definitive proxy statement
dated February 27, 2006, for its Special Meeting of Shareholders, relating to
the merger.