Beacon is making the purchase through a wholly owned subsidiary. The purchase price is approximately $152.5 million in cash, payable at closing and subject to an adjustment for working capital and other items. Completion of the transaction is subject to regulatory and other customary approvals and is expected to occur by the end of September 2005.

SDI has focused on the residential marketplace and operates similarly to Beacon's other regional companies in the Northeast, Mid-Atlantic, Southeast and Southwest regions of the United States and in Eastern Canada. SDI represents a strong footprint for future growth, with minimal branch overlap (12 states new to Beacon). The combined companies will only have two overlapping branches in their operating markets (Greensboro, N.C. and Dallas). Consistent with Beacon's other successful acquisitions, the SDI facilities will continue operating under their local identity to continue the close relationships they have developed with their customers. SDI has been owned since July 2002 by Brazos Private Equity Partners LLC, a leading Dallas-based private investment firm.

Robert Buck, CEO of Beacon, emphasized the overall strategic importance of SDI to Beacon's continued nationwide growth and stated, "We are excited that SDI is joining our growing company. Their past success, like ours, has been the result of having talented employees. SDI represents a tremendous opportunity for Beacon to quickly expand into attractive areas of the country that we have been targeting for expansion. Although this is our largest acquisition to date, we are confident that our experienced management team, in concert with SDI's team, will make this combination a successful one for both companies. In addition, SDI's non-residential revenue is less than 15 percent of their current revenue, representing a terrific opportunity for us to build and expand this important business."