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))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11 or Rule 14a-12
EAGLE SUPPLY GROUP, INC.
------------------------------------------------
(Name of Registrant as Specified in its Charter)
Not Applicable
-----------------------------------------
(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.
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transaction computed pursuant to Exchange Act Rule 0-
11 (set forth the amount on which the filing fee is
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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
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount previously paid:
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EAGLE SUPPLY GROUP, INC.
122 East 42nd Street, Suite 1116
New York, New York 10168
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EAGLE SUPPLY GROUP, INC.
122 East 42nd Street
Suite 1116
New York, New York 10168
NOTICE OF ANNUAL MEETING
OF
STOCKHOLDERS
PLEASE TAKE NOTICE that the 2000 Annual Meeting of Stockholders
of Eagle Supply Group, Inc. (the "Company") will be held at the
Deloitte & Touche LL P Conference Facility, Two World Financial
Center, 225 Liberty Street , 3rd Floor, New York, New York 10281, on
Thursday, December 7, 2000, at 2: 00 p. m. local time for the
following purposes:
1. to elect seven persons to serve on the Company's Board
of Directors until the next Annual Meeting of
Stockholders or until their respective successors are
duly elected and qualified as provided in the
Company's Articles of Incorporation and Bylaws; and
2. to transact such other and further business as may
properly come before the meeting or any adjournments
thereof.
Stockholders of record at 5: 00 p.m. (New York time) on November
8, 2000 are entitled to notice of and to vote at the meeting.
By Order of The Board of Directors
Frederick M. Friedman, Secretary
November 9, 2000
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EAGLE SUPPLY GROUP, INC.
122 East 42nd Street
Suite 1116
New York, New York 10168
-------------------------------------
PROXY STATEMENT
-------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 7, 2000
GENERAL INFORMATION
This Proxy Statement and the accompanying Notice of Annual
Meeting and proxy are being furnished in connect ion with the
solicitation of proxies by the Board of Directors of Eagle Supply
Group, Inc. (the "Company") for use at the Company's Annual Meeting of
Stockholders (the "Annual Meeting") to be held on December 7, 2000 at
the Deloitte & Touche LLP Conference Facility, Two World Financial
Center , 225 Liberty Street, Third Floor, New York, New York 10281, at
2:00 P.M. local ti me and at any adjournments thereof. The matters to
be acted upon at the Annual Meeting are set forth in the Notice of
Annual Meeting. This Proxy Statement and a proxy are being mailed to
stockholders together with the Company's 2000 Annual Report which
includes the Company's Annual Report on Form 10K ("10K") for the
fiscal year ended June 30, 2000 (collectively, the "Annual Report").
Only holders of Common Stock of record on the books of the
Company at 5:00 p. m. (New York ti me) on November 8, 2000 (the
"Record Date") will be entitled to not ice of and to vote at the
meeting. On October 18, 2000, there were 8,510,000 shares of Common
Stock of the Company outstanding and approximately eleven holders of
record (the "Recordholders"). Based upon information received from its
transfer agent, following a past "broker search," the Company believes
that it has approximately 900 beneficial owners of its Common Stock.
The cost of solicit ing pr oxies wi ll be borne by the Company.
Directors, officers and employees of the Company may solicit proxies
by telephone, telegram or personal interview. The cost for such
services is estimated at $10,000, including expenses.
If a stockholder specifies on the accompanying proxy how shares
are to be voted, the shares will be voted accordingly. If the
stockholder does not specify on the proxy how the shares are to be
voted, they wil l be voted FOR the election of directors. A
stockholder may revoke a proxy by voting at the meeting or giving writ
ten notice to the Secretary of the Company at or prior to the meeting
addressed as follows: Eagle Supply Group, Inc., 122 East 42nd Street ,
Suite 1116, New York, New York 10168, Attention: Secretary.
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The presence, in person or by proxy, of stockholders entitled to
cast at least a majority of the votes which all stockholders are
entitled to cast constitutes a quorum for the purposes of transacting
business at the meet ing. Each outstanding share of the Company's
Common Stock is entitled to one vote on each matter which may be
properly brought before the Annual Meeting.
Section 16(a) Beneficial Ownership Reporting Compliance:
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors and beneficial owners of more than
10% of the Company's Common Stock to file reports of ownership of
Company securities and changes in ownership with the Securities and
Exchange Commission. The Company believes that except as noted in the
following sentence all such reports by its officers and directors and
beneficial owners of 10% of the Company's Common Stock were made on a
timely basis. Steven R. Andrews, a Director of the Company, filed a
Form 4 on or about February 28, 2000 reporting his open market
purchase of 10,000 shares of the Company's Common Stock on or about
November 17, 1999.
Accompanying this Proxy Statement is the Company's Annual Report
and Form 10K. You are referred to the Annual Report and Form 10-K for
further information concerning the Company, including, but not limited
to, its business, financial condition, biographical information
concerning its director nominees, officers and directors, executive
compensation, employment arrangements, stock option plan, options
granted, principal holders of the Company's voting securities and
certain relationships and related transactions.
The Securities and Exchange Commission maintains a website that
contains reports, proxies and information statements and other
information regarding issuers, including the Company, that file
electronically with the Commission. The Commission's website is
located at http://www.sec.gov.
PROPOSAL
--------
ELECTION OF DIRECTORS
---------------------
At the Annual Meet ing, seven directors will be elected to serve
until the next Annual Meeting of Stockholders or until each of their
respective successors has been duly elected and qualified as provided
in the Company's Bylaws.
Unless other wise indicated on the proxy, votes will be cast for
the election of the director nominees, provided that, if any of the
nominees named below shall become unavailable to serve as a
director prior to the meeting, the shares represented by valid proxies
shall be voted for the election of such ot her person as the Board of
Directors may recommend in his or her place, or the number of
directors to be elected shall be decreased. The Board of Directors
has no reason to believe that any nominee will be unable to serve.
Douglas P. Fields, James E. Helzer , Frederick M. Friedman,
Steven R. Andrews, Esq., Paul D. Finkelstein, George Skakel III and
John E. Smircina, Esq. have been nominated for election to the Board
of Directors and each has consented to serve as such, if elected. Each
of the nominees the Board of Directors and each has consented to serve
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as such, if elected. Each of the nominees who has been nominated for
election as a director commencing at the conclusion of the Annual
Meeting is currently a director. In order to be elected, each such
nominee must receive the affirmative vote of a simple majority of the
votes of the shares entitled to vote thereon and were voted and not
abstained.
The enclosed proxy gives stockholder s the following options: (A)
vote for all director nominees; (B) vote against all director
nominees; (C) vote for only direct or nominee(s) they specify; (D)
vote against only direct or nominee(s) they specify; and (E) abstain
in voting for any or all director nominees.
Intended Voting of Related Parties
----------------------------------
Management has been advised that the holders of 5,820,000 shares
of the Company's Common Stock have indicated that they intend to vote
for the election of all director nominees, and, therefore, their
election is assured. TDA Industries, Inc., the Company's majority
stockholder (5,100,000 shares), Gary L. Howard , James E. Helzer and
Steven R. Andrews, Esq., officers and/or directors of the Company
(holders of 720,000 shares in the aggregate) have so advised
management.
The Company's Executive Officers and Directors
----------------------------------------------
Our directors and executive officers are as fol lows:
Name Position
---- --------
Douglas P. Fields Chairman of the Board and Chief Executive
Officer
James E. Helzer President, Vice Chairman of the Board of
Directors
Frederick M. Friedman Executive Vice President, Treasurer,
Secretary and a Director
E.G. Helzer Senior Vice President-Operations
Gary L. Howard Senior Vice President-Operations
Steven R. Andrews Director
Paul D. Finkelstein Director
George Skakel III Director
John E. Smircina Director
Management believes that Messrs. Andrews, Finkelstein, Smircina
and Skakel may be considered to be independent directors.
For further information concerning the Company's Officers and
Directors, biographical data concerning them and their executive
compensation you are referred to Items 10 and 11 of the accompanying
Form 10K entitled "Directors and Executive Officers of Registrant" and
"Executive Compensation," which information is supplemented and
amended as follows:
* Effective October 2000, non-employee Directors (Messrs.
Andrews, Finkelstein, Skakel and Smircina) are each to be compensated
at the rate of $1,000 per month. Prior to that date, non-employee
Directors did not receive compensation for their service as directors
other than Mr. Andrews who previously received $1,000 per month.
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Directors are and have been reimbursed for their expenses incurred in
attending Board and Committee Meetings.
* Effective October 2000, Steven R. Andrews, Esq. was no
longer compensated for serving as "Vice President-Legal," a compliance
position. He had been previously compensated at the rate of $1,000 per
month in that role. As his position was created as a result of the
Company's agreements with NASDAQ in connection with its listing on
NASDAQ, the Company believes that he is not one of its employees, that
he serves as an independent director, and he is now compensated at the
same rate as other non-employee Directors.
Board and Committee Meetings
----------------------------
During its fiscal year ended June 30, 2000, the Company's Board
of Directors held three (3) meetings.
The Company has Compensation and Executive Committees in addition
to an Audit Committee. The members of these Committees are as follows:
Audit - Steven R. Andrews, Esq., Paul D. Finkelstein and George
Skakel III.
Compensation - Paul D. Finkelstein, George Skakel III and John E.
Smircina, Esq.
Executive - Douglas P. Fields, James E. Helzer, Frederick M.
Friedman and John E. Smircina, Esq.
These Committees met on the number of occasions set forth below:
Audit - 2 occasions.
Compensation - 1 occasion.
Executive - Did not meet.
A brief description of the functions of these Committees of the
Company's Board of Directors follows:
Audit - The Audit Committee reviews the performance and
independence of the Company's auditors, makes an annual recommendation
to the Board of Directors with respect to the appointment of auditors,
approves the general nature of the services to be performed and
solicits and reviews the recommendations of the auditors. The Audit
Committee also consults with the Company's financial officers and
internal auditors. During the Company's fiscal year ended June 30,
2000, the Company adopted a charter for the Audit Committee.
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Executive - The Executive Committee can be delegated all of the
powers and authority (other than those reserved by statute) of the
full Board of Directors in the management of the business and affairs
of the Company.
Compensation - The Compensation Committee reviews the Company's
compensation policies and executive compensation changes and makes
recommendations on compensation plans.
Executive Compensation- Policy and Components of Compensation:
The Compensation Committee's fundamental executive compensation
philosophy is to enable the Company to attract and retain key
executive personnel and to motivate those executives to achieve the
Company's objectives which include obtaining satisfactory sales and
income levels and maintaining a sound financial condition in light of
the business environment in which the Company operates. The method of
evaluating executive performance includes reviewing the Company's
sales, income levels and financial condition, and assessing each
executive's performance in connection with attaining such sales,
income levels and financial condition.
Each executive officer's compensation package is reviewed
annually and is comprised of three component s: base salary, bonus,
and stock option grants. In addition, executive officers of the
Company are eligible to participate in all benefit program s generally
available to other employees.
Base Salary
In setting the base salary levels of each executive officer, the
Committee may consider making recommendations to the Boar d of
Directors regarding the base salaries of the Company's executive
officers based on the base salaries and other elements of compensation
paid to executive officers in compar able posit ions in other
similarly situated companies which are known to the Committee to the
extent permitted by the Company's executive officer s' respective
employment agreements. The Committee consider s the individual
experience level and actual performance of each executive officer in
view of the Company's needs and objectives.
Bonuses
An annual bonus may be earned by each executive officer based
upon the Company's achievement of certain goals or levels of
performance including sales and income levels and financial condition.
Such goals or levels of performance for the Company are developed by
management , and reviewed and approved by the Committee and the Board
of Directors. Bonuses are awarded to executives based upon efforts and
degree of success, the attainment of these goals and levels of
performance, all in light of the business environment in which the
Company operates.
Performance Table and Graph
---------------------------
The following table and graph, based on data provided by the
Center for Research in Securities Prices ("CSRP"), shows changes in
the value of $100 invested on March 12, 1999, when the trading in
shares of our Common Stock commenced following our initial public
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offering of: (a) shares of our Common Stock; (b) the Nasdaq Stock
Market Index (U.S. companies); and (c) a Company determined Peer
Group. The values of each investment at the end of each period are
derived from compounded daily returns that include all dividends.
Total stockholder returns from each investment can be calculated from
the period-end investment values shown in the table and graph provided
below:
Performance Table
-----------------
March 12, June 30, June 30,
1999 1999 2000
-------------------------------------
Eagle Supply Group, Inc. 100.0 93.6 82.1
Nasdaq Stock Market Index 100.0 113.3 167.4
(U.S. Companies) 100.0 116.4 33.1
Performance Graph
[LINE GRAPH APPEARS HERE]
-----------------------------------------------------------------------
MAR-1999 JUN-1999 JUN-2000
-----------------------------------------------------------------------
Eagle Supply Group, Inc. $ 92 $ 92 $ 82.1
-----------------------------------------------------------------------
Nasdaq Stock Market Index $ 103 $ 114 $ 167.4
(U.S. Companies)
-----------------------------------------------------------------------
Company Determined Peer
Group $ 109 $ 118 $ 33.1
-----------------------------------------------------------------------
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LEGEND
------
Symbols CRSP Total Returns index for:
------- -----------------------------
______________* EAGLE SUPPLY GROUP, INC.
______________* Nasdaq Stock Market (U.S. Companies)
______________* Company Determined Peer Group
Companies in te Company Determined Peer Group
Berger Holdings Inc. Metalclad Corp.
Owens Coming
Notes:
A. The lines represent monthly index levels derived from
compounded daily returns that include all dividends.
B. The indexes are reweighted daily using the market
capitalization on the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not
a trading day, the preceding trading day is used.
D. The index level for all series was set at $100.0 on March 12,
1999 when trading in our Common Stock commenced.
STOCKHOLDER PROPOSALS AND NOMINATIONS
-------------------------------------
Any stockholder proposals intended to be considered for presentation
at the 2001 Annual Meeting and for inclusion in the 2001 proxy statement
must be made in writing and received by the Corporate Secretary at the
Company's principal executive offices by June 30, 2001. The Company will
consider only proposals meeting the requirements of applicable Securities
and Exchange Commission rules. Stockholders are urged to review these
rules and, if questions arise, consult their own legal counsel before
submitting a proposal to the Company.
Recommendations by stockholders for directors to be nominated at the
2001 Annual Meeting must be made in writing, with sufficient biographical
and other relevant information such that an informed judgment as to the
proposed nominee's qualifications can be made and be accompanied by a
notarized written consent to be named in the Proxy Statement, if
nominated, and to serve as a director, if elected, executed by the
proposed nominee. Recommendations received in proper order by the
Corporate Secretary at the Company's principal executive offices at least
four months prior to the 2001 Annual Meeting will be referred to, and
considered by, the Company's Board of Directors. No stockholder
recommendations were received before the 2000 Annual Meeting.
FINANCIAL STATEMENTS
--------------------
The consolidated financial statements of the Company and its
subsidiaries are contained in the Company's Annual Report which includes
the Company's Form 10K relating to its fiscal year ended June 30, 2000
and is being delivered to you with this Proxy Statement.
OTHER MATTERS
-------------
The Board of Directors is not currently aware of any other matter
to be transacted at the Annual Meeting.
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EAGLE SUPPLY GROUP, INC.
PROXY SOLICITED BY BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Douglas P. Fields and
Frederick M. Friedman and each of them, with full power of substitution, as
proxies to represent the undersigned and vote all the Common Stock of Eagle
Supply Group, Inc. that the undersigned is entitled to vote at the Annual
Meeting of Stockholders to be held on December 7, 2000, at 2:00 P.M. (New
York time) at the Deloitte & Touche LLP Conference Facility, Two World
Financial Center, 225 Liberty Street, Third Floor, New York, New York 10281
and at any adjournments thereof, in the following manner:
Management recommends that you vote "FOR"
the election of all director nominees.
[ ] For all director nominees listed below.
Douglas P. Fields, Frederick M. Friedman, James E. Helzer, Paul
D. Finkelstein, George Skakel III, Steven R. Andrews, Esq. and
John E. Smircina, Esq.
[ ] Against all director nominees listed above.
[ ] For only those director nominees listed below. Instructions: to
grant authority to vote for any specific director nominee(s),
you must write the name or names of such director nominee(s) in
the following space:
[ ] Against only those director nominees listed below. Instructions:
to withhold authority to vote for any specific director
nominee(s), you must write the name or names of such director
nominee(s) in the following space:
[ ] Abstain with respect to all director nominees.
[ ] Abstain with respect to those director nominee(s) listed below.
Instructions: to abstain from voting for any specific director
nominee(s), you must write the name or names of such director
nominee(s) in the following space:
IN ACCORDANCE WITH THEIR BEST JUDGMENT, the Proxies are
authorized to vote upon any other matter which may properly
come before the Meeting.
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THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN.
UNLESS OTHERWISE DIRECTED, OR IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF ALL OF THE DIRECTOR NOMINEES NAMED ON THE REVERSE
SIDE.
Date:________________________, 2000
____________________________________
Signature
____________________________________
Signature, if jointly held
Please date and sign exactly as your
name appears hereon. If shares are
jointly held, all joint owners
should sign. Trustees and others
signing in a representative capacity
must indicate the capacity in which
they sign. If the signatory is a
corporation or partnership, sign the
full corporate or partnership name
by a duly authorized officer or
partner.
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