AGREEMENT AND PLAN OF MERGER BY AND AMONG GULFSIDE SUPPLY, INC., GULFCO ACQUISITION, INC. AND EAGLE SUPPLY GROUP, INC. Dated as of August 5, 2004Merger Agreement • August 6th, 2004 • Eagle Supply Group Inc • Wholesale-lumber, plywood, millwork & wood panels
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of August 5, 2004, by and among GULFSIDE SUPPLY, INC., a Florida corporation (“Parent”), GULFCO ACQUISITION, INC., a Delaware corporation and wholly-owned subsidiary of Parent (the “Purchaser”), and EAGLE SUPPLY GROUP, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 9.1 of this Agreement.
STOCK OPTION AGREEMENTStock Option Agreement • August 6th, 2004 • Eagle Supply Group Inc • Wholesale-lumber, plywood, millwork & wood panels
STOCK OPTION AGREEMENT (this “Agreement”), dated as of August 5, 2004, by and among Eagle Supply Group, Inc., a Delaware corporation (the “Company”), Gulfside Supply, Inc., a Florida corporation (the “Parent”), and Gulfco Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Purchaser”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.
EAGLE SUPPLY GROUP, INC. AND GULFSIDE SUPPLY, INC. EXECUTE MERGER AGREEMENT; EAGLE AGREES TO BE ACQUIRED FOR $2.20 PER SHARE IN CASH BY GULFSIDEMerger Agreement • August 6th, 2004 • Eagle Supply Group Inc • Wholesale-lumber, plywood, millwork & wood panels
NEW YORK, NY – August 5, 2004 — Eagle Supply Group, Inc. (“Eagle” or the “Company”) (NASDAQ SmallCap: EEGL and EEGLW; BSE: EGL and EGLW), and Gulfside Supply, Inc. (“Gulfside”) today announced that they have entered into a definitive merger agreement providing for the acquisition by Gulfside of all of the issued and outstanding shares of Common Stock of Eagle for $2.20 per share in cash. Eagle is one of the largest wholesale distributors of residential roofing and masonry supplies and related products in the United States, and Gulfside is a privately-owned, Tampa, Florida-based roofing materials and metal distributor with operations throughout the Southeast. Pursuant to the merger agreement, Gulfside, through a wholly-owned subsidiary, will proceed with an all-cash tender offer to be followed by a merger and expects to close the transaction in September 2004. The offer price represents a premium of approximately 11% to Eagle’s closing share price on Thursday, August 5, 2004.
THIRD MODIFICATION AGREEMENT DOUGLAS P. FIELDSModification Agreement • August 6th, 2004 • Eagle Supply Group Inc • Wholesale-lumber, plywood, millwork & wood panels
This Modification Agreement (this “Third Modification Agreement”) is made as of August 5, 2004 by and between JEH/EAGLE SUPPLY, INC. (formerly JEH/ACQUISITION CORP.), a Delaware Corporation having a place of business at 2500 U.S. 287, Mansfield, Texas (“JEH”), EAGLE SUPPLY, INC., a Florida corporation having a place of business at 1451 Channelside Drive, Tampa, Florida (“Eagle Supply”), EAGLE SUPPLY GROUP, INC., a Delaware corporation having an office located at 122 East 42nd Street, New York, N.Y. (“ESG”), with JEH, Eagle Supply and ESG referred to collectively hereinafter as the “Employer”, and DOUGLAS P. FIELDS, an individual residing at 100 Midwood Road, Greenwich, Connecticut (the “Executive”).
THIRD MODIFICATION AGREEMENT JAMES E. HELZERModification Agreement • August 6th, 2004 • Eagle Supply Group Inc • Wholesale-lumber, plywood, millwork & wood panels
This Modification Agreement (this “Third Modification Agreement”) is made as of August 5, 2004 by and between JEH/EAGLE SUPPLY, INC. (formerly JEH/ACQUISITION CORP.), a Delaware Corporation having a place of business at 2500 U.S. 287, Mansfield, Texas (“JEH”), EAGLE SUPPLY GROUP, INC., a Delaware corporation having an office located at 122 East 42nd Street, New York, N.Y. (“ESG”), with JEH and ESG referred to collectively hereinafter as the “Employer”, and JAMES E. HELZER, an individual resident in Arlington, Texas (the “Executive”).
THIRD MODIFICATION AGREEMENT FREDERICK M. FRIEDMANModification Agreement • August 6th, 2004 • Eagle Supply Group Inc • Wholesale-lumber, plywood, millwork & wood panels
This Modification Agreement (this “Third Modification Agreement”) is made as of August 5, 2004 by and between JEH/EAGLE SUPPLY, INC. (formerly JEH/ACQUISITION CORP.), a Delaware Corporation having a place of business at 2500 U.S. 287, Mansfield, Texas (“JEH”), EAGLE SUPPLY, INC., a Florida corporation having a place of business at 1451 Channelside Drive, Tampa, Florida (“Eagle Supply”), EAGLE SUPPLY GROUP, INC., a Delaware corporation having an office located at 122 East 42nd Street, New York, N.Y. (“ESG”), with JEH, Eagle Supply and ESG referred to collectively hereinafter as the “Employer”, and FREDERICK M. FRIEDMAN, an individual residing at 911 Park Avenue, New York, N.Y. (the “Executive”).
SECURITIES PURCHASE AND TENDER AGREEMENTSecurities Purchase Agreement • August 6th, 2004 • Eagle Supply Group Inc • Wholesale-lumber, plywood, millwork & wood panels • Delaware
Securities Purchase and Tender Agreement (this “Agreement”), dated as of August 5, 2004, by and among Gulfside Supply, Inc., a Florida corporation (the “Parent”), Gulfco Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Purchaser”), and TDA Industries, Inc., James E. Helzer, Steven R. Andrews, and their respective affiliates (collectively, the “Affiliate Group”), the names of each of which are set forth in Schedule I to this Agreement. The Affiliate Group are stockholders of Eagle Supply Group, Inc., a Delaware corporation (the “Company”), and are each referred to herein as a “Stockholder”, and collectively as the “Stockholders.”
