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): ~~August~~September 522, 2004

EAGLE SUPPLY GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-14904	13-3889248
(State or Other Jurisdiction Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
(State or Other JurisdictionIncorporation)	(Commission File Number)	(IRS EmployerIdentification Number)


122 East 42^nd Street, Suite 1618, New York, NY		10168
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 986-6190

~~Item~~Check 5.the ~~Other~~appropriate ~~Events~~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.

On¨ ~~August~~Written 5,communications ~~2004,~~pursuant 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”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to ~~the~~Rule ~~terms of~~425 ~~the~~under ~~Merger Agreement, Purchaser will commence a tender offer for all of~~ the ~~issued~~Securities ~~and~~Act ~~outstanding shares of Common Stock, par value $0.0001 per share~~ (~~the~~17 ~~“Common~~CFR ~~Stock”), of the Company at a price equal to $2~~230.~~20 per share (the “Offer Price”~~425). Following a successful completion of the tender offer, if any, the Company will be merged with and into the Purchaser, and each issued and outstanding share of Common Stock, other than those shares held by Parent or Purchaser, will be converted into the right to receive in cash the Offer Price. The consummation of the tender offer, merger and other transactions contemplated by the Merger Agreement are subject to, among other things, (1) the condition that there be validly tendered and not withdrawn prior to the expiration of the tender offer that number of shares of Common Stock which, together with shares of Common Stock beneficially owned by Parent and Purchaser, represents at least 80% of the issued and outstanding shares of Common Stock of the Company (including those shares of Common Stock which would be issuable upon exercise of outstanding warrants with an exercise price equal to or below the Offer Price) (the “Minimum Condition”), and (2) other customary conditions. Additionally, the Merger Agreement and the tender offer and merger contemplated thereby, may be terminated by the Company or the Parent upon the occurrence or failure to occur of certain events, including a failure of the tender offer to be consummated by October 29, 2004. A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

~~Concurrently~~¨ ~~with~~Soliciting ~~the~~material ~~execution of the Merger Agreement, the Company, Parent, and Purchaser have entered into a Stock Option Agreement (the “Stock Option Agreement”)~~ pursuant to ~~which~~Rule ~~the~~14a-12 Company has granted Parent and Purchaser the right to acquire that number of newly issued shares of Common Stock at the Offer Price which, when added to the number of shares of Common Stock purchased in the tender offer, would result in Purchaser owning 90.0% of the then outstanding shares. However, under ~~no circumstances will~~ the ~~number~~Exchange ofAct shares of Common Stock issued upon exercise of the Stock Option Agreement exceed the number of shares necessary for the Purchaser to increase its beneficial ownership from 85% to 90%. If, as a result of the tender offer (or17 ~~upon~~CFR ~~exercise of the Stock Option Agreement~~240.14a-12), Purchaser acquires or controls the voting power of at least 90% of the outstanding shares of Common Stock, the Merger will be effected in accordance with Delaware law without any action by any other stockholder of the Company. ~~A copy of the Stock Option Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.~~

As¨ anPre-commencement ~~inducement~~communications ~~to enter into the Merger Agreement, certain stockholders of the Company concurrently executed a Securities Purchase and Tender Agreement with the Parent and the Purchaser (the “Tender Agreement”)~~ pursuant to ~~which~~Rule they have, among other things, agreed to tender into the tender offer all of the shares of Common Stock beneficially owned by them, subject to certain terms and conditions. Further, if the exercise of derivative securities held by such stockholders which are exercisable at or below the Offer Price (“in14d-~~the-money derivative securities”~~2(b) will cause the Minimum Condition of the tender offer to be satisfied, immediately prior to the closing of the tender offer the stockholder holding such derivative securities is required by the Tender Agreement to exercise such derivative securities and tender the shares acquired thereby into the tender offer. The shares of Common Stock which are required to be tendered into the tender offer under the ~~terms~~Exchange ofAct ~~the Tender Agreement represent up to approximately 68% of the issued and outstanding shares of Common Stock of the Company~~ (~~including~~17 ~~those~~CFR ~~shares of Common Stock which would be issuable upon exercise of in~~240.14d-~~the-money derivative securities~~2(b)).

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. Rule 13e-4(c)).

Item 5.01. Changes in Control of Registrant.

On September 22, 2004, Gulfco Acquisition, Inc., a Delaware corporation (“Purchaser”) and wholly-owned subsidiary of Gulfside Supply, Inc., a Florida corporation (“Parent”), announced that it had completed its tender offer for the outstanding common stock, par value $0.0001 per share (the “Shares”), of Eagle Supply Group, Inc., a Delaware corporation (the “Company”), pursuant to an Agreement and Plan of Merger, dated as of August 5, 2004, by and among the Company, Parent, and Purchaser (the “Merger Agreement”).

Pursuant to the terms of the Merger Agreement, Purchaser commenced an offer to purchase all of the issued and outstanding Shares at a purchase price of $2.20 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions disclosed in the Offer to Purchase, dated August 16, 2004, and the related Letter of Transmittal (which, together with any amendments and supplements thereto, collectively constitute the “Offer”). The Offer is described in the Tender Offer Statement on Schedule TO (as amended or supplemented from time to time) filed by Parent and Purchaser with the Securities and Exchange Commission (the “Commission”) on August 16, 2004.

The Offer expired at 12:00 midnight, New York City time, on Tuesday, September 21, 2004. Purchaser was advised by SunTrust Bank, the depositary for the tender offer (the “Depositary”), that approximately 9,563,553 Shares (not including 23,768 Shares that were tendered pursuant to guaranteed delivery procedures), representing approximately 93.2% of all outstanding Shares, were validly tendered and not withdrawn pursuant to the Offer. Accordingly, on September 22, 2004, Purchaser announced that it accepted for payment all such Shares validly tendered and not withdrawn prior to expiration of the Offer. A copy of the press release by the Parent and Purchaser on September 22, 2004 is filed as Exhibit 99.1 hereto and is incorporated herein by reference. Purchaser notified the Depository to pay promptly for the tendered and accepted Shares. The source of funds for the purchase of the Shares was from borrowing under a Loan and Security agreement executed on September 22, 2004 by and among Parent, Purchaser, and Fleet Capital Corporation doing business as Bank of America Business Capital (the “Loan Agreement”). The Loan Agreement became effective on September 22, 2004. More information about the Loan Agreement can be found in Purchaser’s Schedule TO, as amended, filed with the Commission.

The Merger Agreement also provides that upon acceptance for payment of Shares pursuant to the Offer (the “Appointment Date”), Parent is entitled to designate persons for appointment to the Company’s board of directors (“Board”), and the Company is required to take all necessary action to cause Parent’s designees (“Designee Directors”) to be elected or appointed to the Board, including, if necessary, increasing the size of the Board, securing the resignations of incumbent directors, or both. Pursuant to these provisions, Messrs. Douglas P. Fields, Frederick M. Friedman, James E. Helzer, Steven R. Andrews, Esq., and John E. Smircina, Esq. resigned from the Board and appointed the following Director Designees to fill the vacancies on the Board created by the director resignations: James S. Resch, Molly A. Resch, Bradley J. Resch, Stephanie A. Resch, Jill M. Buhler. More information regarding the Designee Directors can be found in the “Information Statement pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 Thereunder” included as Annex B to the Company’s Schedule 14D-9 Solicitation/Recommendation Statement, as amended, filed with the Commission. None of the officers or directors of the Company in office prior to the Appointment Date held any Shares following the purchase of Shares pursuant to the Offer. Certain of the Designee Directors may be deemed to be the beneficial owners (as that term is used in Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of Shares held by Purchaser and Parent.

On September 22, 2004 (the “Effective Time”), pursuant to the Merger Agreement, Parent and Purchaser completed their acquisition of the Company through a second-step merger pursuant to which the Company was merged with and into the Purchaser, with the Purchaser being the surviving corporation (the “Merger”). In accordance with Delaware law, the Merger was consummated without a vote or meeting of the Company’s stockholders due to Purchaser’s ownership of more than 90% of the Shares. Pursuant to the Merger, as of the Effective Time (a) all issued and outstanding Shares (other than Shares held by Parent, Purchaser or any other

~~Additionally,~~ wholly asowned ~~part~~subsidiary of ~~its~~Parent ~~negotiation~~or ofby the ~~Merger Agreement, the~~ Company, ~~together~~as ~~with~~treasury ~~its wholly-owned subsidiaries JEH/Eagle Supply~~stock, ~~Inc.~~ and ~~Eagle~~Shares ~~Supply,~~held ~~Inc.,~~by ~~entered~~stockholders ~~into amendments to its existing employment arrangements with James E. Helzer, Vice Chairman~~ of the Company’s, ~~Board~~if ofany, ~~Directors~~who ~~(the~~exercise ~~“Board”)~~their ~~and~~dissenters ~~President~~rights) ~~and~~were ~~Chief~~automatically ~~Operating~~converted ~~Officer~~into of the ~~Company,~~right ~~Douglas~~to Preceive $2.20 ~~Fields,~~per ~~Chairman~~share ofin ~~the Board and Chief Executive Officer of the Company~~cash, and ~~Frederick~~(b) M.each ~~Friedman,~~issued ~~Executive Vice President~~ and ~~Chief~~outstanding ~~Financial~~share ~~Officer~~ of the ~~Company.~~Purchaser ~~Pursuant~~remained ~~to the~~issued ~~amendments,~~and ~~Messrs~~outstanding. ~~Helzer~~Parent, ~~Fields~~the ~~and~~holder ~~Friedman~~of ~~have~~100% ~~agreed~~of ~~to reduce~~ the ~~amounts~~issued ~~payable~~and tooutstanding ~~them~~shares ~~under the terms~~ of common ~~such~~stock ~~employment arrangements upon consummation~~ of the ~~transactions~~Purchaser, ~~contemplated~~remained by the ~~Merger~~holder ~~Agreement by $200,000 per executive (for an aggregate reduction~~ of ~~$600,000).~~100% ~~Copies~~ of ~~these~~the ~~amendments~~issued ~~are~~and ~~attached~~outstanding asshares ~~Exhibits~~of ~~10.2,~~the ~~10.3~~surviving ~~and 10~~corporation.4 ~~hereto.~~

~~The~~Item ~~foregoing~~9.01 ~~summary~~Financial ofStatements ~~the Merger Agreement, Stock Option Agreement, Tender Agreement~~ and ~~Executive Employment Arrangement Amendments is qualified in its entirety by reference to~~ Exhibits ~~2.1, 10.1, 99.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K.~~

On August 5, 2004, the Company announced the execution of the Merger Agreement with the Parent and the Purchaser. A copy of such press release is attached hereto as Exhibit 99.2.


Exhibit No.		Description
99.1		Press release issued by Parent and Purchaser dated September 22, 2004 (incorporated by reference to Exhibit (a)(5)(B) to the Schedule TO).

Item 7. Financial Statements and Exhibits.

(a) Not Applicable

(b) Not Applicable

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of August 5, 2004, by and among Eagle Supply Group, Inc., Gulfside Supply, Inc. and Gulfco Acquisition, Inc.
10.1		Stock Option Agreement, dated as of August 5, 2004, by and among Eagle Supply Group, Inc., Gulfside Supply, Inc. and Gulfco Acquisition, Inc.
10.2		Third Modification Agreement, dated as of August 5, 2004, by and among Eagle Supply Group, Inc., JEH/Eagle Supply, Inc. and James E. Helzer.
10.3		Third Modification Agreement, dated as of August 5, 2004, by and among Eagle Supply Group, Inc., JEH/Eagle Supply, Inc., Eagle Supply, Inc. and Douglas P. Fields.
10.4		Third Modification Agreement, dated as of August 5, 2004, by and among Eagle Supply Group, Inc., JEH/Eagle Supply, Inc., Eagle Supply, Inc. and Frederick M. Friedman.
99.1		Securities Purchase and Tender Agreement, dated as of August 5, 2004, by and among Gulfside Supply Group, Inc., Gulfco Acquisition, Inc., TDA Industries, Inc. and James E. Helzer.
99.2		Press Release dated August 5, 2004.

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.

	EAGLE SUPPLY GROUP, INC.		~~EAGLE SUPPLY GROUP, INC.~~
Date: August 5, 2004			By:	/S/ Douglas P. Fields
Date: September 22, 2004	By:	/S/ Douglas P. Fields
				Douglas P. Fields Chief Executive Officer
		Douglas P. Fields
		Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of August 5, 2004, by and among Eagle Supply Group, Inc., Gulfside Supply, Inc. and Gulfco Acquisition, Inc.
10.1		Stock Option Agreement, dated as of August 5, 2004, by and among Eagle Supply Group, Inc., Gulfside Supply, Inc. and Gulfco Acquisition, Inc.
10.2		Third Modification Agreement, dated as of August 5, 2004, by and among Eagle Supply Group, Inc., JEH/Eagle Supply, Inc. and James E. Helzer.
10.3		Third Modification Agreement, dated as of August 5, 2004, by and among Eagle Supply Group, Inc., JEH/Eagle Supply, Inc., Eagle Supply, Inc. and Douglas P. Fields.
10.4		Third Modification Agreement, dated as of August 5, 2004, by and among Eagle Supply Group, Inc., JEH/Eagle Supply, Inc., Eagle Supply, Inc. and Frederick M. Friedman.
99.1		Securities Purchase and Tender Agreement, dated as of August 5, 2004, by and among Gulfside Supply Group, Inc., Gulfco Acquisition, Inc., TDA Industries, Inc. and James E. Helzer.
99.2		Press Release dated August 5, 2004.

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