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): March 27, 2006
Hughes Supply, Inc.
(Exact name of registrant as specified in its charter)
Florida 001-08772 59-0559446
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) 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)
[_] 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))
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On March 27, 2006, the Compensation Committee of the Board of
Directors of Hughes Supply, Inc. (the "Company") terminated the Company's Second
Amended and Restated Supplemental Executive Retirement Plan (the "SERP") to be
effective immediately prior to the consummation of the merger between The Home
Depot, Inc. ("Home Depot") and the Company (the "Merger"), and between March 24
and 27, 2006, each of the 17 senior executive officers who had previously
entered into a severance agreement entered into an agreement terminating his
severance agreement effective immediately prior to the consummation of the
Merger. The termination of the SERP and severance agreements is described under
Item 8.01, which description is incorporated herein by reference.
ITEM 8.01. OTHER EVENTS.
Termination of Supplemental Executive Retirement Plan and Severance Agreements
- ------------------------------------------------------------------------------
On March 27, 2006, the Compensation Committee of the Board of
Directors of the Company terminated the SERP to be effective immediately prior
to the consummation of the merger between The Home Depot, Inc. ("Home Depot")
and the Company (the "Merger"). In connection with the termination of the SERP,
each of our 18 senior executive officers will receive the lump sum cash payment
equal to the present value of the SERP benefit he would otherwise receive under
the SERP in the event of his employment termination for good reason or without
cause upon the consummation of the Merger.
As previously disclosed, we have severance agreements with 17 of our
senior executive officers. Between March 24 and 27, 2006, each of these senior
executive officers entered into an agreement terminating his severance agreement
effective immediately prior to the consummation of the Merger. Under the terms
of these March 2006 agreements, each of these 17 senior executive officers will
receive a lump sum cash payment equal to the severance payment he would
otherwise receive under his severance agreement in the event of his employment
termination for good reason or without cause upon the consummation of the
Merger. These March 2006 agreements also preserve the senior executive officers'
non-competition, non-solicitation and confidentiality covenants set forth in the
severance agreements (in a modified form for the five retained senior executive
officers listed below) and also preserve the senior executive officers' right to
a gross-up payment for excise taxes imposed under Section 4999 of the Internal
Revenue Code set forth in the severance agreements.
The lump sum cash payments for termination of the SERP and severance
agreements described above will be made within 15 days after the consummation of
the Merger, subject to the execution by the senior executive officers of a
general release and compliance with the requirements of Section 409A of the
Internal Revenue Code.
2
Employment Agreements
- ---------------------
Between March 24 and 27, 2006, The Home Depot Supply, Inc., a wholly
owned subsidiary of Home Depot ("Home Depot Supply"), entered into employment
agreements with five of the Company's senior executive officers, David Bearman,
Stephen Benton, Robert Machaby, Rick McClure and Michael Stanwood, to be
effective upon consummation of the Merger. Under these employment agreements,
Messrs. Bearman, Benton, Machaby, McClure and Stanwood will have annual base
salaries of $500,000, $275,000, $255,000, $300,000 and $300,000, respectively.
Messrs. Bearman, Benton, Machaby and McClure will have the same level of bonus
opportunity for Home Depot's 2006 and 2007 fiscal years as under the Company's
current bonus plan, and Mr. Stanwood will receive a bonus of at least $300,000
for Home Depot's 2006 fiscal year. The employment agreements provide that
Messrs. Bearman, Benton, Machaby, McClure and Stanwood will receive, at the next
meeting of Home Depot's Leadership Development and Compensation Committee
following the Merger, a grant of shares of restricted Home Depot stock with a
value equal to $1,000,000, $275,000, $255,000, $300,000 and $275,000,
respectively, based on the closing price of Home Depot shares on the date of
grant. The restrictions on 100% of the shares of restricted Home Depot stock
will lapse on the fourth anniversary of the grant date (or the fifth anniversary
of the grant date in the case of Mr. Bearman), subject to the senior executive
officer's continued employment with Home Depot Supply through such date.
In addition, under the terms of Mr. Bearman's employment agreement,
Mr. Bearman will be eligible to participate in Home Depot's Long Term Incentive
Plan (the "LTIP") with an incentive target of 50% of his annual base salary,
will receive a special $100,000 hiring bonus within 30 days of completion of the
Merger, and will receive a special cash retention bonus of $1 million on each of
the first and second anniversary of completion of the Merger, subject to Mr.
Bearman's continued employment with Home Depot Supply through the first
anniversary and second anniversary of the consummation of the Merger. Under his
employment agreement, Mr. Bearman is entitled to receive (i) the unpaid first $1
million special cash retention bonus and his annual bonus for Home Depot's 2006
fiscal year if he is terminated by Home Depot Supply without cause before the
first anniversary of the consummation of the Merger and (ii) the unpaid second
$1 million special cash retention bonus and his annual bonus for Home Depot's
2007 fiscal year if he is terminated by Home Depot Supply without cause between
the first and second anniversary of the consummation of the Merger. In addition,
upon Mr. Bearman's termination without cause or his resignation, in each case,
after the second anniversary of the Merger, Mr. Bearman will also receive a pro
rata share of the LTIP in accordance with the terms of the LTIP, the benefit of
any retirement provisions of any Home Depot restricted stock awards, and his
annual bonus for the previous fiscal year in the event not previously received.
3
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: March 28, 2006
Hughes Supply, Inc.
By: /s/ John Z. Pare
-------------------------------------------
John Z. Pare
Senior Vice President, General Counsel and
Secretary
4