- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
January 04 2011 - 3:23PM
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. 4
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:
o
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. 4 (this Amendment No. 4) to the Rule 13e-3 transaction statement on
Schedule 13E-3 originally filed on October 29, 2010 (as amended prior to the date hereof, the
Schedule 13E-3) is being filed with the Securities and Exchange Commission (the SEC) jointly by
the following persons: Rock of Ages Corporation, a Vermont corporation (Rock of Ages), Swenson
Granite Company LLC (Swenson Granite), a Delaware limited liability company, Granite Acquisition,
LLC, a Vermont limited liability company wholly owned by Swenson Granite and the members of the
Swenson Granite Group, comprised of 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.
This Amendment No. 4 is being filed with the SEC solely to amend Item 16 of the Schedule 13E-3
to add as exhibit (a)(7) the press release issued by the Company on January 4, 2011 and filed with
the SEC on Schedule 14A as definitive additional soliciting materials. The press release announces
the recommendation of Institutional Shareholder Services that Rock of Ages stockholders vote For
(1) the proposal to approve the merger agreement by and among Rock of Ages, Swenson Granite and
Granite Acquisition, LLC at Rock of Ages special meeting of shareholders scheduled for January
18, 2011; and (2) the proposal to adjourn the special meeting if necessary to permit further
solicitation of proxies if there are insufficient votes of Class A common stock at the time of the
special meeting to meet the majority of the minority vote requirement under the merger agreement.
Except as set forth in this Amendment No. 4, all information in the Schedule 13E-3 remains
unchanged.
1
Item 16.
Exhibits.
Item 1016 of Regulation M-A:
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(a)(1)
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Definitive 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 December 16, 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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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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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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(a)(7)
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Press Release dated January 4, 2011 (filed as additional
definitive proxy soliciting material on Schedule 14A dated January 4, 2011 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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(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 filed with the SEC on October 29, 2010.
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Previously filed with Amendment No. 1 to the Schedule 13E-3
filed with the SEC on
December 1, 2010.
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Previously filed with Amendment No. 2 to the Schedule 13E-3
filed with the SEC on December 9, 2010.
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3
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: January 4, 2011
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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: January 4, 2011
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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: January 4, 2011
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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: January 4, 2011
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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: January 4, 2011
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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 Kevin C. Swenson, Trustee
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Date: January 4, 2011
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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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Date: January 4, 2011
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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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4
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RICHARD C. KIMBALL IRA
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Date: January 4, 2011
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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: January 4, 2011
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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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Date: January 4, 2011
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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: January 4, 2011
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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: January 4, 2011
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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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Date: January 4, 2011
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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: January 4, 2011
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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 Lois S. Moore, Trustee
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Date: January 4, 2011
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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: January 4, 2011
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/s/ Kurt M. Swenson
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Kurt M. Swenson, as attorney-in-fact
for Peter A. Friberg
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Date: January 4, 2011
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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: January 4, 2011
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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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