- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
December 09 2010 - 6:01AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934
Amendment
No. 2
Rock of Ages Corporation
(Name of Issuer)
Rock of Ages Corporation
Swenson Granite Company LLC
Granite Acquisition, LLC
Kurt M. Swenson Revocable Trust of 2000
Kevin C. Swenson Revocable Trust of 1994 U/D/T 3-10-94
Karen Swenson
Guy A. Swenson, III
Robert L. Pope
Nancy F. Pope
Richard C. Kimball
Richard C. Kimball and Christina W. Kimball, jointly
Christina W. Kimball, as the sole trustee of the Christina W. Kimball
Revocable Trust of 2/21/2001
Charles M. Waite
Lois S. Moore Revocable Trust
Peter B. Moore
Peter A. Friberg
Jon M. Gregory
(Name of Persons Filing Statement)
Class A Common Stock, no par value per share
Class B Common Stock, no par value per share
(Title of Class of Securities)
772632105 Class A Common Stock
None Class B Common Stock
(CUSIP Number of Class of Securities)
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Granite Acquisition, LLC
c/o Swenson Granite Company LLC
369 North State Street
Concord, NH 03301
Attn: Robert Pope, Kurt Swenson
Tel. No.: (603) 225-2783
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Rock of Ages Corporation
560 Graniteville Road
Graniteville, VT 05654
Attn: James L. Fox
Tel. No.: (877) 225-7626
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Swenson Granite Company LLC
369 North State Street
Concord, NH 03301
Attn: Robert Pope, Kurt
Swenson
Tel. No.: (603) 225-2783
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(Name, Address, and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of Persons Filing Statement)
copies to:
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McLane, Graf, Raulerson &
Middleton, PA
900 Elm Street
P.O. Box 326
Manchester, NH 03105
Attn: Michael B. Tule
Tel. No.: (603) 625-6464
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Sheehan Phinney Bass
+ Green PA
1000 Elm Street
Manchester, NH 03101
Attn: Alan L. Reische
Tel. No.: (603) 668-0300
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Skadden, Arps, Slate,
Meagher & Flom LLP
One Beacon Street
Boston, MA 02108
Attn: Kent A. Coit
Tel. No.: (617) 573-4800
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This statement is filed in connection with (check the appropriate box):
a.
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The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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b.
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o
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The filing of a registration statement under the Securities Act of
1933.
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c.
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o
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A tender offer.
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d.
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o
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies:
þ
Check the following box if the filing is a final amendment reporting the results of the
transaction:
o
Calculation of Filing Fee
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Transaction Valuation*
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Amount of Filing Fee**
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$25,181,756
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$1,795.46
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*
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Pursuant to the Agreement and Plan of Merger, dated as of October 18, 2010, by and among
Rock of Ages Corporation (hereinafter referred to as the Company or Rock of Ages), Swenson
Granite Company LLC (Parent) and Granite Acquisition, LLC, a limited liability company
wholly owned by Parent (Merger Sub), Merger Sub will merge with and into the Company (the
Merger), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At
the effective time of the Merger, the shares of Rock of Ages Corporation Class A common stock,
no par value and Rock of Ages Corporation Class B common stock, no par value (collectively,
the Common Stock) held by Parent, Merger Sub or any other direct or indirect wholly owned
subsidiary of Parent, as well as shares of Common Stock held in the Companys treasury
(collectively, the Cancelled Shares) will be cancelled without any consideration payable
therefor. The aggregate number of securities to which the transaction applies excludes the
anticipated number of Cancelled Shares.
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The proposed maximum aggregate value of the transaction, for purposes only of calculating the
filing fee, is $25,181,756, which is the sum of (a) the product of (i) the
4,707,944 shares of Common Stock, which number of shares is the difference between the number
of shares of Common Stock outstanding and the Cancelled Shares, multiplied by (ii) the merger
consideration of $5.25 per share of Common Stock, plus (b) $465,050, which is the total cash
amount required to cash-out each of the 177,500 outstanding options to purchase shares of
Class A Common Stock having an exercise price per share less than $5.25, at a cash-out price
equal to the product of (i) the difference between the exercise price per share of such option
and $5.25 per share multiplied by (ii) the number of shares subject to such option.
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**
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The filing fee, calculated in accordance with Regulation 0-11 under the Securities Exchange
Act of 1934, as amended, equals 0.0000713 multiplied by the proposed maximum aggregate value
of the transaction, as described above.
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Check the box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
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Amount Previously Paid: $1,795.46
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Form or Registration No.: Schedule 14A Preliminary Proxy Statement
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Filing Party: Rock of Ages Corporation
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Date Filed: October 29, 2010
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INTRODUCTION
This Amendment No. 2 to the Rule 13e-3 transaction statement on Schedule 13E-3 is being filed with the
Securities and Exchange Commission (the SEC) jointly by the following persons (collectively, the
filing persons): Rock of Ages Corporation, a Vermont corporation (the Company, or Rock of
Ages), Swenson Granite Company LLC, a Delaware limited
liability company (Parent), Granite
Acquisition, LLC, a Vermont limited liability company wholly owned by
Parent (Merger Sub) and the members of the Swenson
Granite Group (as
defined below).
On October 18, 2010, Rock of Ages, Parent and Merger Sub entered into an Agreement and Plan of
Merger (the merger agreement). The merger agreement provides for the merger of Merger Sub with
and into Rock of Ages (the merger). Rock of Ages will be the surviving corporation in the merger
and, immediately following the merger, Parent will own all of the outstanding capital stock of Rock
of Ages. Under the terms of the merger agreement, each existing share of Rock of Ages Class A
common stock, no par value per share, and Class B common stock, no par value per share, other than
(1) shares held by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of
Parent at the effective time of the merger, (2) Rock of Ages treasury shares and (3) shares as to
which a shareholder has properly asserted dissenters rights under the Vermont Business Corporation
Act will be converted into the right to receive $5.25 in cash, without interest (the merger
consideration). Certain members of Parent who are also shareholders of Rock of Ages will, prior to
the effective time of the merger, contribute some or all of their
Company shares to Parent in exchange for
additional shares of membership interest in Parent, and will not receive the merger consideration
for their shares. These members of Parent are referred to in this Amendment No. 2 to the Schedule 13E-3 as the Swenson
Granite Group, and include the following: the Kurt M. Swenson Revocable Trust of 2000, the Kevin
C. Swenson Revocable Trust of 1994, Robert L. Pope, Nancy F. Pope, Richard C. and Christina W.
Kimball (individually, jointly and as trustee of the Christina W. Kimball Revocable Trust
2/21/2001), Charles M. Waite, Karen Swenson, the Lois S. Moore Revocable Trust, Peter B. Moore,
Peter A. Friberg, Guy A. Swenson, III and Jon M. Gregory.
The merger is subject to the satisfaction or waiver of various conditions set forth in the
merger agreement, including shareholder approval of the merger agreement by shareholders of Rock of
Ages. Shareholder approval of the merger agreement requires the affirmative vote of:
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a majority of the votes represented by all outstanding shares of our Class A common
stock and Class B common stock, voting together as a single voting group; and
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a majority of the outstanding shares of Rock of Ages Class A common stock, not
including (in the number of outstanding shares of Class A common stock, or in the
number of shares of Class A common stock voted in favor of the merger agreement) shares
of Class A common stock owned directly or through a broker or other nominee by members
of Parent (the majority of the minority approval).
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Each share of Class A common stock entitles the holder thereof to one vote and each share of
Class B common stock entitles the holder thereof to 10 votes on all matters on which the holders of
Class A common stock and Class B common stock vote together as a single voting group.
Concurrently with the filing of this Amendment No. 2 to the Schedule 13E-3, Rock of Ages is filing with the SEC Amendment No. 2 to a
preliminary proxy statement on Schedule 14A pursuant to Section 14(a) of the Securities Exchange
Act of 1934 (as amended from time to time, the Proxy Statement) relating to a special meeting of shareholders of Rock of Ages.
At the meeting, Company shareholders will consider and vote upon (1) a proposal to approve the
merger agreement and (2) a proposal to adjourn the special meeting if necessary to permit further
solicitation of proxies in the event there are not sufficient votes of Class A common stock at the
time of the meeting to satisfy the condition in the merger agreement that the majority of the
minority approval be obtained. A copy of the Proxy Statement is attached hereto as Exhibit (a)(1).
A copy of the merger agreement is attached as Annex A to the Proxy Statement.
The cross-references below are being supplied pursuant to General Instruction G to Schedule
13E-3 and show the location in the Proxy Statement of the information required to be included in
response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the
information contained in the Proxy Statement, including all annexes thereto, is incorporated in its
entirety herein by reference, and the responses to each
Item in this Transaction Statement are qualified in their entirety by the information contained in
the Proxy Statement and the annexes thereto.
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The information contained in this
Amendment No. 2 to the
Schedule 13E-3 and the Proxy Statement concerning Rock of
Ages was supplied by Rock of Ages, and similarly, the information
contained in this Amendment No. 2 to the Schedule 13E-3 and
the Proxy Statement concerning each filing person other than Rock of Ages was supplied by each such
filing person.
As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion
or amendment. Capitalized or other terms used but not defined herein shall have the meanings
ascribed to them in the Proxy Statement.
Item 1.
Summary Term Sheet.
Item 1001 of Regulation M-A:
The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference: SUMMARY TERM SHEET and QUESTIONS AND ANSWERS ABOUT THE MERGER.
Item 2.
Subject Company Information
.
Item 1002 of Regulation M-A:
(a)
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Name and Address
. The information set forth in the Proxy Statement under the caption
PARTIES INVOLVED IN THE PROPOSED TRANSACTION is incorporated herein by reference.
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(b)
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Securities
. The information set forth in the Proxy Statement under the caption THE
SPECIAL MEETING Record Date; Voting Rights is incorporated herein by reference. The exact
title of each class of the subject equity securities is Class A common stock, no par value
(the Class A common stock) and Class B common stock, no par value (the Class B common
stock and together with the Class A common stock, the common stock).
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(c)
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Trading Market and Price
. The information set forth in the Proxy Statement under the
caption MARKET PRICE AND DIVIDEND INFORMATION is incorporated herein by reference.
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(d)
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Dividends
. The information set forth in the Proxy Statement under the caption MARKET
PRICE AND DIVIDEND INFORMATION is incorporated herein by reference.
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(e)
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Prior Public Offerings
. None.
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(f)
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Prior Stock Purchases
. None.
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Item 3.
Identity and Background of Filing Persons.
Item 1003 of Regulation M-A:
(a)-(c)
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Name and Address; Business and Background of Entities; Business Background of Filing
Persons
. The information set forth in the Proxy Statement under the caption PARTIES
INVOLVED IN THE PROPOSED TRANSACTION is incorporated herein by reference. Rock of Ages is the
subject company.
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Item 4.
Terms of the Transaction.
Item 1004 of Regulation M-A:
(a)(1)
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Material Terms
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Tender Offers
. Not Applicable.
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(a)(2)
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Material Terms
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Mergers or Similar Transactions
. The information set forth in the
Proxy Statement under the following captions is incorporated herein by reference: SUMMARY
TERM SHEET, QUESTIONS AND ANSWERS ABOUT THE MERGER, THE SPECIAL MEETING, SPECIAL
FACTORS, THE MERGER AGREEMENT, VOTING AND CONTRIBUTION AGREEMENTS, Annex A Agreement
and Plan of Merger, Annex B Voting Agreement, and Annex C Contribution Agreement.
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(c)
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Different Terms
. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS
ABOUT THE MERGER, PARTIES INVOLVED IN THE PROPOSED TRANSACTIONSwenson Granite Group,
SPECIAL FACTORSStructure of the Transaction, SPECIAL FACTORSPurpose and Reasons for the
Merger, SPECIAL FACTORSInterests of Certain Persons in the Merger, and VOTING AND
CONTRIBUTION AGREEMENTS, Annex B Voting Agreement, and Annex C Contribution
Agreement.
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(d)
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Appraisal Rights
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND
ANSWERS ABOUT THE MERGER, THE SPECIAL MEETINGDissenters Rights, SPECIAL FACTORS
Dissenters Rights, THE MERGER AGREEMENTDissenters Rights and Annex E Chapter 13 of
the Vermont Business Corporation Act.
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(e)
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Provisions For Unaffiliated Security Holders
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference: SPECIAL
FACTORSRecommendations of the Special Committee and the Board of Directors; Reasons for
Recommending Approval of the Merger Agreement to the Companys Shareholders and SPECIAL
FACTORSPosition of Parent, Merger Sub and the members of the Swenson Granite Group as to the
Fairness of the Merger to the Companys Shareholders that are Receiving the Merger
Consideration. There are no provisions in connection with this transaction to grant
unaffiliated security holders access to the corporate files of any of the filing persons or to
obtain counsel or appraisal services at the expense of the filing persons.
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(f)
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Eligibility for Listing or Trading
. Not applicable.
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Item 5.
Past Contacts, Transactions, Negotiations and Agreements.
Item 1005 of Regulation M-A:
(a)
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Transactions
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference: SPECIAL FACTORSInterests of Certain
Persons in the Merger, PARTIES INVOLVED IN THE PROPOSED TRANSACTIONCertain Transactions
Between the Parties, VOTING AND CONTRIBUTION AGREEMENTS, Annex B Voting Agreement and
Annex C Contribution Agreement.
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(b)
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Significant Corporate Events
. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference: SPECIAL FACTORSBackground of
the Merger and SPECIAL FACTORSInterests of Certain Persons in the Merger.
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(c)
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Negotiations or Contacts
. The information set forth in the Proxy Statement under the
caption SPECIAL FACTORSBackground of the Merger is incorporated herein by reference.
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(e)
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Agreements Involving the Subject Companys Securities
. The information set forth in
the Proxy Statement under the following captions is incorporated herein by reference: SUMMARY
TERM SHEET, QUESTIONS AND ANSWERS ABOUT THE MERGER, THE SPECIAL MEETINGRequired Vote,
PARTIES INVOLVED IN THE PROPOSED TRANSACTIONSwenson Granite Group, SPECIAL
FACTORSStructure of the Transaction, SPECIAL FACTORSPurpose and Reasons for the Merger,
SPECIAL FACTORSBackground of the Merger, SPECIAL FACTORSCertain Effects of the Merger,
SPECIAL FACTORSInterests of Certain Persons in the Merger, THE MERGER AGREEMENT,
VOTING AND CONTRIBUTION AGREEMENTS, Annex A Agreement and Plan of Merger, Annex B
Voting Agreement and Annex C Contribution Agreement.
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Item 6.
Purposes of the Transaction and Plans or Proposals
Item 1006 of Regulation M-A:
(b)
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Use of Securities Acquired
. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS
AND ANSWERS ABOUT THE MERGER, SPECIAL FACTORSStructure of the Transaction, SPECIAL
FACTORSCertain Effects of the Merger, SPECIAL FACTORSInterests of Certain Persons in the
Merger, THE MERGER AGREEMENT and Annex A Agreement and Plan of Merger.
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(c)(1)-(8)
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Plans
. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS
ABOUT THE MERGER, THE SPECIAL MEETING, SPECIAL FACTORSStructure of the Transaction,
SPECIAL FACTORSBackground of the Merger, SPECIAL FACTORSCertain Effects of the Merger,
SPECIAL FACTORSInterests of Certain Persons in the Merger, SPECIAL FACTORSFinancing of
the Merger, THE MERGER AGREEMENT and MARKET PRICE AND DIVIDEND INFORMATION.
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Item 7.
Purposes, Alternatives, Reasons and Effects.
Item 1013 of Regulation M-A:
(a)
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Purposes
. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS
ABOUT THE MERGER, SPECIAL FACTORSBackground of the Merger and SPECIAL FACTORSPurpose
and Reasons for the Merger.
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(b)
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Alternatives
. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference: SPECIAL FACTORSBackground of the Merger and
SPECIAL FACTORSAlternatives to the Merger.
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(c)
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Reasons
. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS
ABOUT THE MERGER, SPECIAL FACTORSPurpose and Reasons for the Merger, SPECIAL
FACTORSBackground of the Merger, SPECIAL FACTORSRecommendations of the Special Committee
and the Board of Directors; Reasons for Recommending Approval of the Merger Agreement to the
Companys Shareholders, SPECIAL FACTORSOpinion of the Financial Advisor to the Special
Committee, SPECIAL FACTORSAlternatives to the Merger, SPECIAL FACTORSCertain Effects
of the Merger and Annex D Opinion of Covington Associates, LLC.
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(d)
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Effects
. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS
ABOUT THE MERGER, SPECIAL FACTORSStructure of the Transaction, SPECIAL FACTORSCertain
Effects of the Merger, SPECIAL FACTORSInterests of Certain Persons in the Merger,
SPECIAL FACTORSFinancing of the Merger,
SPECIAL FACTORS Estimated Fees and Expenses of
the Merger, SPECIAL FACTORSRegulatory Approvals and Requirements, SPECIAL FACTORS
Certain Material U.S. Federal Income Tax Consequences, THE MERGER AGREEMENT and Annex A Agreement and Plan of
Merger.
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Item 8.
Fairness of the Transaction
.
Item 1014 of Regulation M-A:
(a)
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Fairness
. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS
ABOUT THE MERGER, SPECIAL FACTORSPurpose and Reasons for the Merger, SPECIAL
FACTORSBackground of the Merger, SPECIAL FACTORSRecommendations of the Special Committee
and the Board of Directors;
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Reasons for Recommending Approval of the Merger Agreement to the
Companys Shareholders, SPECIAL FACTORSPosition of Parent, Merger Sub and the members of
the Swenson Granite Group as to the Fairness of the Merger to the Companys Shareholders that
are Receiving the Merger Consideration, SPECIAL FACTORSOpinion of the Financial Advisor to the Special Committee and Annex D
Opinion of Covington Associates, LLC.
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(b)
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Factors Considered in Determining Fairness
. The information set forth in the Proxy
Statement under the following captions is incorporated herein by reference: SPECIAL
FACTORSPurpose and Reasons for the Merger, SPECIAL FACTORSBackground of the Merger,
SPECIAL FACTORSRecommendations of the Special Committee and the Board of Directors; Reasons
for Recommending Approval of the Merger Agreement to the Companys Shareholders, SPECIAL
FACTORSPosition of Parent, Merger Sub and the members of the Swenson Granite Group as to the
Fairness of the Merger to the Companys Shareholders that are Receiving the Merger
Consideration, SPECIAL FACTORSOpinion of
the Financial Advisor to the Special Committee, SPECIAL FACTORSCertain Effects of the
Merger, SPECIAL FACTORSInterests of Certain Persons in the Merger and Annex D Opinion
of Covington Associates, LLC.
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(c)
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Approval of Security Holders
. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS
AND ANSWERS ABOUT THE MERGER, FORWARD-LOOKING STATEMENTS, THE SPECIAL MEETINGRequired
Vote, THE SPECIAL MEETINGHow Shares are Voted; Proxies; Revocation of Proxies, SPECIAL
FACTORSBackground of the Merger, SPECIAL FACTORSRecommendations of the Special Committee
and the Board of Directors; Reasons for Recommending Approval of the Merger Agreement to the
Companys Shareholders, SPECIAL FACTORSPosition of Parent, Merger Sub and the members of
the Swenson Granite Group as to the Fairness of the Merger to the Companys Shareholders that
are Receiving the Merger Consideration, SPECIAL FACTORSDissenters Rights, THE MERGER
AGREEMENTAcquisition Proposals, THE MERGER AGREEMENTVoting of Our Common Stock at the
Special Meeting by Parent, its Subsidiaries and Members of the Swenson Granite Group, THE
MERGER AGREEMENTConditions to Completion of the Merger and THE MERGER
AGREEMENTTermination of the Merger Agreement and Annex A Agreement and Plan of Merger.
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(d)
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Unaffiliated Representative
. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS
AND ANSWERS ABOUT THE MERGER, SPECIAL FACTORSBackground of the Merger, SPECIAL
FACTORSRecommendations of the Special Committee and the Board of Directors; Reasons for
Recommending Approval of the Merger Agreement to the Companys Shareholders, SPECIAL
FACTORSPosition of Parent, Merger Sub and the members of the Swenson Granite Group as to the
Fairness of the Merger to the Companys Shareholders that are Receiving the Merger
Consideration, SPECIAL FACTORSFinancial
Projections, SPECIAL FACTORSOpinion of the Financial Advisor to the Special Committee and
Annex D Opinion of Covington Associates, LLC.
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(e)
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Approval of Directors
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND
ANSWERS ABOUT THE MERGER, SPECIAL FACTORSBackground of the Merger, SPECIAL
FACTORSRecommendations of the Special Committee and the Board of Directors; Reasons for
Recommending Approval of the Merger Agreement to the Companys Shareholders, SPECIAL
FACTORSPosition of Parent, Merger Sub and the members of the Swenson Granite Group as to the
Fairness of the Merger to the Companys Shareholders that are Receiving the Merger
Consideration, SPECIAL FACTORSOpinion of the Financial Advisor to the Special Committee, THE MERGER
AGREEMENTAcquisition Proposals, THE MERGER AGREEMENTTermination of the Merger Agreement
and Annex A Agreement and Plan of Merger.
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(f)
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Other Offers
. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference: SPECIAL FACTORSBackground of the Merger,
SPECIAL FACTORSRecommendations of the Special Committee and the Board of Directors; Reasons
for Recommending Approval of the Merger Agreement to the Companys Shareholders, SPECIAL
FACTORSPosition of Parent, Merger Sub and the members of the Swenson Granite Group as to the
Fairness of the Merger to the Companys Shareholders that are Receiving the Merger
Consideration and SPECIAL FACTORSAlternatives to the Merger.
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Item 9.
Reports, Opinions, Appraisals and Negotiations.
Item 1015 of Regulation M-A:
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(a)
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Report, Opinion or Appraisal
. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS
AND ANSWERS ABOUT THE MERGER, SPECIAL FACTORSBackground of the Merger, SPECIAL
FACTORSRecommendations of the Special Committee and the Board of Directors; Reasons for
Recommending Approval of the Merger Agreement to the Companys Shareholders, SPECIAL
FACTORSPosition of Parent, Merger Sub and the members of the Swenson Granite Group as to the
Fairness of the Merger to the Companys Shareholders that are Receiving the Merger
Consideration, SPECIAL FACTORSOpinion of
the Financial Advisor to the Special Committee and Annex D Opinion of Covington
Associates, LLC.
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(b)
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Preparer and Summary of the Report, Opinion or Appraisal
. The information set forth
in the Proxy Statement under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET, SPECIAL FACTORSBackground of the Merger, SPECIAL
FACTORSRecommendations of the Special Committee and the Board of Directors; Reasons for
Recommending Approval of the Merger Agreement to the Companys Shareholders, SPECIAL FACTORSOpinion of the Financial Advisor to the
Special Committee and Annex D Opinion of Covington Associates, LLC.
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(c)
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Availability of Documents
. The reports, opinions or appraisal referenced in this Item
9 will be made available for inspection and copying at the principal executive officers of
Rock of Ages during its regular business hours by any interested holder of our common stock or
any representative who has been designated in writing.
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Item 10.
Source and Amounts of Funds or Other Consideration.
Item 1007 of Regulation M-A:
(a)-(d)
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Sources of Funds or other Consideration; Conditions; Expenses; Borrowed Funds
. The
information set forth in the Proxy Statement under the following captions is incorporated
herein by reference: SUMMARY TERM SHEET, SPECIAL FACTORSStructure of the Transaction,
SPECIAL FACTORSPurpose and Reasons for the Merger, SPECIAL FACTORSBackground of the
Merger, SPECIAL FACTORSRecommendations of the Special Committee and the Board of
Directors; Reasons for Recommending Approval of the Merger Agreement to the Companys
Shareholders, SPECIAL FACTORSAlternatives to the Merger, SPECIAL FACTORSCertain
Effects of the Merger, SPECIAL FACTORSCertain Risks in the Event of Bankruptcy, SPECIAL
FACTORSFinancing of the Merger, SPECIAL FACTORSEstimated Fees and Expenses of the
Merger, THE MERGER AGREEMENTFinancing of the Merger by Parent, THE MERGER
AGREEMENTTermination Fees and Expenses and Annex A Agreement and Plan of Merger.
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Item 11.
Interest in Securities of the Subject Company.
Item 1008 of Regulation M-A:
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(a)
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Securities Ownership
. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference: SUMMARY TERM SHEET, THE
SPECIAL MEETINGRequired Vote, PARTIES INVOLVED IN THE PROPOSED TRANSACTIONSwenson
Granite Group, SPECIAL FACTORSCertain Effects of the Merger, SPECIAL FACTORSInterests
of Certain Persons in the Merger, VOTING AND CONTRIBUTION AGREEMENTS and SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.
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(b)
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Securities Transactions
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference: VOTING AND CONTRIBUTION AGREEMENTS,
RECENT TRANSACTIONS, Annex B Voting Agreement and Annex C Contribution Agreement.
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Item 12.
Solicitation or Recommendation.
Item 1012 of Regulation M-A:
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(d)
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Intent to Tender or Vote in a Going-Private Transaction
. The information set forth in
the Proxy Statement under the following captions is incorporated herein by reference: SUMMARY
TERM SHEET, THE SPECIAL MEETINGRequired Vote, PARTIES INVOLVED IN THE PROPOSED
TRANSACTIONSwenson Granite Group, SPECIAL FACTORSPurpose and Reasons for the Merger,
SPECIAL FACTORSBackground of the Merger, SPECIAL FACTORSRecommendations of the Special
Committee and the Board of Directors; Reasons for Recommending Approval of the Merger
Agreement to the Companys Shareholders, SPECIAL FACTORSPosition of Parent, Merger Sub and
the members of the Swenson Granite Group as to the Fairness of the Merger to the Companys
Shareholders that are Receiving the Merger Consideration, SPECIAL FACTORSOpinion of the Financial Advisor to the Special Committee,
SPECIAL FACTORSCertain Effects of the Merger, SPECIAL FACTORSInterests of Certain
Persons in the Merger, VOTING AND CONTRIBUTION AGREEMENTS, Annex B Voting Agreement
and Annex C Contribution Agreement.
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(e)
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Recommendation of Others
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND
ANSWERS ABOUT THE MERGER, SPECIAL FACTORSRecommendations of the Special Committee and the
Board of Directors; Reasons for Recommending Approval of the Merger Agreement to the Companys
Shareholders, and SPECIAL FACTORSPosition of Parent, Merger Sub and the members of the Swenson
Granite Group as to the Fairness of the Merger to the Companys Shareholders that are
Receiving the Merger Consideration.
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Item 13.
Financial Statements.
Item 1010 of Regulation M-A:
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(a)
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Financial Information
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference: SELECTED HISTORICAL FINANCIAL
INFORMATION, RATIO OF EARNINGS TO FIXED CHARGES and WHERE YOU CAN FIND MORE INFORMATION. The information contained in the
Consolidated Financial Statements included in the Companys annual report on Form 10-K for
the fiscal year ended December 31, 2009 and in its quarterly report on Form 10-Q for its quarter
ended October 2, 2010 is
incorporated herein by reference.
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(b)
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Pro Forma Information
. Not applicable.
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Item 14.
Persons/Assets, Retained, Employed, Compensated or Used.
Item 1009 of Regulation M-A:
7
(a)-(b)
|
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Solicitations or Recommendations; Employees and Corporate Assets
. The information
set forth in the Proxy Statement under the following captions is incorporated herein by
reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS ABOUT THE MERGER, THE SPECIAL
MEETINGSolicitation of Proxies, SPECIAL FACTORSBackground of the Merger, SPECIAL
FACTORSRecommendations of the Special Committee and the Board of Directors; Reasons for
Recommending Approval of the Merger Agreement to the Companys Shareholders, SPECIAL
FACTORSOpinion of the Financial Advisor to the Special Committee, SPECIAL
FACTORSInterests of Certain Persons in the Merger, SPECIAL FACTORSEstimated Fees and
Expenses of the Merger and Annex D Opinion of Covington Associates, LLC.
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Item 15.
Additional Information.
Item 1011 of Regulation M-A:
(b)
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Other Material Information
. The entirety of the Proxy Statement, including all
Annexes thereto, is incorporated herein by reference.
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Item 16.
Exhibits.
Item 1016 of Regulation M-A:
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(a)(1)
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Revised preliminary proxy statement for the special meeting of the shareholders of Rock of Ages
Corporation, incorporated herein by reference to the Schedule 14A filed by Rock of Ages with
the SEC on October 29, 2010, as amended on December 1, 2010 and
December 8, 2010 (the Proxy Statement).
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(a)(2)
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Form of Proxy Card for shareholders of Rock of Ages Class A common stock, filed with the SEC
together with the Proxy Statement.
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(a)(3)
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Form of Proxy Card for shareholders of Rock of Ages Class B common stock, filed with the SEC
together with the Proxy Statement.
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(a)(4)
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Form of Letter to shareholders of Rock of Ages, filed with the SEC together with the Proxy
Statement.
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(a)(5)
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Form of Notice of Special Meeting to shareholders of Rock of Ages, filed with the SEC
together with the Proxy Statement.
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(a)(6)
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Press Release dated October 18, 2010 (filed as Exhibit 99.1 to Rock of Ages Current Report
on Form 8-K dated October 18, 2010 and incorporated herein by reference).
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(b)(1)
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Commitment Letter from Peoples United Bank and Keybank, National Association dated as of
October 18, 2010 and the form of the related Proposed Credit Agreement (incorporated herein by
reference to Exhibit 2 to the Schedule 13D Amendment No. 1 filed by Parent and the members of the Swenson
Granite Group on October 20, 2010).
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(c)(1)
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Opinion of Covington Associates, LLC (attached as Annex D to the Proxy Statement and
incorporated herein by reference).
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(c)(2)
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Fairness Opinion presentation materials, dated as of October 15, 2010, prepared by Covington Associates, LLC
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(c)(3)
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Process Update presentation materials, dated as of July 8, 2010, prepared by Covington Associates, LLC
|
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(c)(4)
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Process Update presentation materials, dated as of August 4, 2010, prepared by Covington Associates, LLC
|
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(c)(5)
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Presentation materials related to the valuation analyses received from Wolf Popper LLP, presented to the special committee on August 4, 2010, prepared by Covington Associates, LLC
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(c)(6)
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Presentation materials related to the purported valuation in shareholder letter, presented to the special committee on August 4, 2010, prepared by Covington Associates, LLC
|
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(c)(7)
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Process Update presentation materials, dated as of September 8, 2010, prepared by Covington Associates, LLC
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(d)(1)
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Agreement and Plan of Merger dated as October 18, 2010, by and among Parent, Merger Sub and
Rock of Ages (attached as Annex D to the Proxy Statement and incorporated herein by
reference).
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(d)(2)
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Form of Contribution Agreement, dated as of October 18, 2010, entered into by and between
Parent and each member of the Swenson Granite Group (incorporated herein by reference to
Exhibit 1 to the Schedule 13D Amendment No. 1 filed by Parent and the members of the Swenson Granite
Group on October 20, 2010).
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8
(d)(3)
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Form of Voting Agreement, dated as of October 18, 2010, entered into by and between Parent
and each member of the Swenson Granite Group (incorporated herein by reference to Exhibit 3
to the Schedule 13D Amendment No. 1 filed by Parent and the members of the Swenson Granite Group on October
20, 2010).
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(d)(4)
|
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Power of Attorney regarding amendments to Schedule 13E-3, dated as of October 29, 2010,
granted by the members of the Swenson Granite Group in favor of Kurt M. Swenson.
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(f)(1)
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Dissenters rights of appraisal are described under the caption SPECIAL
FACTORSDissenters Rights set forth in the Proxy Statement and in Annex E to the Proxy
Statement (entitled Chapter 13 of the Vermont Business Corporation Act) and are incorporated
herein by reference.
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Previously filed with the Schedule 13E-3 on October 29, 2010.
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Previously filed with Amendment 1 to the Schedule 13E-3 on
December 1, 2010.
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9
SIGNATURES
After due inquiry and to the best of my knowledge and belief, the undersigned
certify that the information set forth in this Statement is true, complete and correct.
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ROCK OF AGES CORPORATION
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Date: December 8, 2010
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By:
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/s/ Laura Plude
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Laura Plude, Chief Financial Officer
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SWENSON GRANITE COMPANY LLC
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Date: December 8, 2010
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By:
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/s/ Kurt M. Swenson
|
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Kurt M. Swenson, Chairman
|
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GRANITE ACQUISITION, LLC
|
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Date: December 8, 2010
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By:
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/s/ Kurt M. Swenson
|
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Kurt M. Swenson, Manager
|
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KURT M. SWENSON REVOCABLE TRUST OF 2000
|
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Date: December 8, 2010
|
By:
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/s/ Kurt M. Swenson
|
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Kurt M. Swenson, Trustee
|
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THE KEVIN C. SWENSON REVOCABLE TRUST OF 1994 U/D/T 3-10-94
|
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Date: December 8, 2010
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By:
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/s/ Kurt M. Swenson
|
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|
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Kurt M. Swenson, as
attorney-in-fact for Kevin C. Swenson, Trustee
|
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Date: December 8, 2010
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/s/ Kurt M. Swenson
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Kurt M. Swenson, as attorney-in-fact
for Robert L. Pope
|
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|
|
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Date: December 8, 2010
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/s/ Kurt M. Swenson
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Kurt M. Swenson, as attorney-in-fact
for Nancy F. Pope
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10
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RICHARD C. KIMBALL IRA
|
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Date: December 8, 2010
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By:
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/s/ Kurt M. Swenson
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Kurt M. Swenson, as attorney-in-fact
for Richard C. Kimball
|
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CHRISTINA W. KIMBALL REVOCABLE TRUST OF 2-21-2001
|
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Date: December 8, 2010
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By:
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/s/ Kurt M. Swenson
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Kurt M. Swenson, as attorney-in-fact
for Christina W. Kimball, Trustee
|
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|
|
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Date: December 8, 2010
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/s/ Kurt M. Swenson
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Kurt M. Swenson, as attorney-in-fact
for Richard C. Kimball, joint tenant
|
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Date: December 8, 2010
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/s/ Kurt M. Swenson
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Kurt M. Swenson, as attorney-in-fact
for Christina W. Kimball, joint tenant
|
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Date: December 8, 2010
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/s/ Kurt M. Swenson
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Kurt M. Swenson, as attorney-in-fact
for Charles M. Waite
|
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|
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Date: December 8, 2010
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/s/ Kurt M. Swenson
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Kurt M. Swenson, as attorney-in-fact
for Karen Swenson
|
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LOIS S. MOORE REVOCABLE TRUST
|
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Date: December 8, 2010
|
By:
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/s/ Kurt M. Swenson
|
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|
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Kurt M. Swenson, as
attorney-in-fact for Lois S. Moore, Trustee
|
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Date: December 8, 2010
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/s/ Kurt M. Swenson
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Kurt M. Swenson, as attorney-in-fact
for Peter B. Moore
|
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Date: December 8, 2010
|
/s/ Kurt M. Swenson
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Kurt M. Swenson, as attorney-in-fact
for Peter A. Friberg
|
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Date: December 8, 2010
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/s/ Kurt M. Swenson
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Kurt M. Swenson, as attorney-in-fact
for Guy A. Swenson, III
|
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Date: December 8, 2010
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/s/ Kurt M. Swenson
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Kurt M. Swenson, as
attorney-in-fact for Jon M. Gregory
|
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11
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