-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A50SodSX0Pbx1Tkyb5YEyWUz8MGmnqvTA5Z8NPl54ZllvELz9cpuerObc2wTUJqk yd9CM4WJlDrFPyPmS/TbdQ== 0001342857-10-000013.txt : 20100629 0001342857-10-000013.hdr.sgml : 20100629 20100629122920 ACCESSION NUMBER: 0001342857-10-000013 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100629 DATE AS OF CHANGE: 20100629 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROCK OF AGES CORP CENTRAL INDEX KEY: 0000084581 STANDARD INDUSTRIAL CLASSIFICATION: CUT STONE & STONE PRODUCTS [3281] IRS NUMBER: 030153200 STATE OF INCORPORATION: DE FISCAL YEAR END: 1116 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-51813 FILM NUMBER: 10922255 BUSINESS ADDRESS: STREET 1: 560 GRANITEVILLE ROAD CITY: GRANITEVILLE STATE: VT ZIP: 05654 BUSINESS PHONE: 800-421-0166 MAIL ADDRESS: STREET 1: 560 GRANITEVILLE ROAD CITY: GRANITEVILLE STATE: VT ZIP: 05654 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: North Star Investment Management Corp. CENTRAL INDEX KEY: 0001342857 IRS NUMBER: 364467498 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 20 N. WACKER DRIVE STREET 2: SUITE # 1416 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-580-0900 MAIL ADDRESS: STREET 1: 20 N. WACKER DRIVE STREET 2: SUITE # 1416 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D 1 r.txt 13D ROAC 29 JUNE 2010 DOCUMENT TYPE SC 13D 1 g13pksb.txt DESCRIPTION 13D TEXT SUBMISSION: TYPE: SC 13D FILING DATE: 20100629 COMPANY DATA: CONFORMED NAME: North Star Investment Management Corp. CIK: 0001342857 CCC: kampf53# IRS NUMBER: 36-4467498 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D ACT: 34 SUBMISSION CONTACT: NAME: . Peter G. Contos II PHONE: 312-580-1056 BUSINESS ADDRESS: STREET1: 20 N. Wacker Drive, Suite 1416 CITY: Chicago STATE: IL ZIP: 60606 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ROCK OF AGES CORPORATION (Name of Issuer) Common Stock CLASS A (Title of Class of Securities) 772632105 (CUSIP NUMBER) 0001335249 (CENTRAL INDEX KEY) DELAWARE (STATE OF INCORPORATION) DECEMBER 31 (FISCAL YEAR END) 3281 CUT STONE AND STONE PRODUCTS (STANDARD INDUSTRIAL CLASSIFICATION) 03-0153200 (IRS NUMBER) JUNE 28, 2010 (Date of Event Which Require Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ] The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provision of the Act (however, see the Notes). CUSIP NO. 772632105 SCHEDULE 13D 1. NAME OF REPORTING PERSON & I.R.S. IDENTIFICATION NO. NORTH STAR INVESTMENT MANAGEMENT CORP. I.R.S. 36-4467498 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] N/A (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OF PLACE OR ORGANIZATION DELAWARE NUMBER OF 7. SOLE VOTING POWER 739,551 SHARES BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER 739,551 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 739,551 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.4% 14. TYPE OF REPORTING PERSON* IA ITEM 1. SECURITY and ISSURER This statement relates to the Common Stock Class "A" of Rock of Ages Corporation (Rock of Ages), a Delaware corporation which has its principal executive offices at 560 Graniteville Road, Granitieville Vermont, 05654,(802) 476-3121. ITEM 2 IDENTITY and BACKGROUND This statement is being jointly filed by the following persons (Reporting Persons): North Star Investment Management Corporation (NSIMC) A Delaware Corporation primarily engaged in Investment Advisory Services. NSIMC is affilliated with KGSVF, NSOF and NSISI. KUBY GOTTLIEB SPECIAL VALUE FUND LP (KGSVF) An Illinois Limited Partnership. NSIMC offers advise with respect to the purchase of interests of the KGSVF, which invests primarily in micro-cap value securities. KGSVF is affiliated with NSIMC, NSOF and NSISI. NORTH STAR OPPORTUNITY FUND LP (NSOF) An Illinois Limited Partnership. NSIMC offers advise with respect to the purchase on interests of the NSOF, which invests in a broad range of securities. NSOF is affiliated with NSIMC, KGSVF and NSISI. NORTH STAR INVESTMENT SERVICES, INC. (NSISI), A Michigan Corporation. An Introducing Broker Dealer conducting securities transactions for NSIMC, KGSVF, and NSOF. NSISI is affiliated with NSIMC, KGSVF and NSOF. During the past five years, none of the Reporting Persons have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoning future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. ITEM 3 SOURCE and AMOUNT of FUNDS or Other Considerations NSIMC used funds (Working Capital) from KGSVF and NSOF and other advisory accounts, to purchase Rock of Ages Corporation Common Stock Class "A". ITEM 4 PURPOSE OF TRANSACTION The Reporting Persons acquired beneficial ownership of the shares of Rock of Ages Common Stock Class "A" reported herein as part of their investment activities because the shares are viewed as an attractive investment. The Reporting Persons intend to review and consider their investment in Rock of Ages Common Stock Class "A" and may, from time to time, depending on their evaluation of the business, or other such considerations as they may deem relevant, determine to increase, decrease, or dispose of their holdings of Rock of Ages Common Stock Class "A". As part of such review and evaluation, the Reporting Persons may hold discussion with Rock of Ages' management and directors, other shareholders, and other interested parties. To that end, the Reporting Persons submitted the letter in Item 7. expressing to Rock of Ages's Board of Directors the Reporting Persons current opinions on certain corporate governance issues. Except as otherwise described in this Item 4., the Reporting Persons do not now have plans or proposals that relate to or would result in any other action set forth in Item 4 of Schedule 13D, although the Reporting Persons reserve the right to develop such plans or proposals or any other plans relating to Rock of Ages and to take action with respect thereto. ITEM 5 INTERESTS in SECURITIES of the ISSURER As of the date, hereof, NSIMC directly controls advisory accounts, which own 739,551 shares, KGSVF owns 446,633 shares, NSOF owns 164,700 shares of Rock of Ages Common Stock Class "A" with sole voting power of 739,551 shares. There are 739,551 shares of Rock of Ages Common Stock Class "A" in NSIMC client advisory accounts, who vote their shares. NSIMC has sole dispositive power over 739,551 shares. Ths information concerning percentages of ownership set forth below is based on 4,812,343 shares of Rock of Ages Common Stock Class "A" reported outstanding as of May 15, 2010 in Rock of Ages's Form 10Q. The transactions in Common Stock effected by the Reporting Persons during the past 60 days are set out in Exhibit A, hereto. No other person is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of any the shares of Common Stock reported herein. ITEM 6 CONTRACTS. ARRANGEMENTS, UNDERSTANDINGS or RELATIONSHIPS with RESPECT to SECURITIES of the ISSURER There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons - other than the governing documents of NSIMC, KGSVF, NSOF, NSISI - nor between or among any other person with respect to any securities of Rock of Ages. ITEM 7 MATERIAL TO BE FILED AS EXHIBITS EXHIBIT A Transactions in the last 60 days Trade Date Security Transaction Shares Total 04/12/2010 Common CL A Buy 475 $ 1,598.75 04/29/2010 Common CL A Buy 10,225 $ 36,062.55 EXHIBIT B A letter, dated June 28, 2010 was sent from North Star Investment Management Corporation to Rock of Ages Corporation via Express Delivery:- June 28, 2010 The Board of Directors Attn: Richard C. Kimball, Secretary Rock of Ages Corp. 560 Graniteville Road Graniteville, VT 05654 Dear Sirs & Madam, At this point we are undecided as to the merits of the May 6, 2010 unsolicited proposal by Swenson Granite Company, LLC to purchase all outstanding shares of Rock of Ages Corporation Common stock for a price of $4.38 per share in cash. Whereas we recognize that the proposal offers liquidity and premium to the previously depressed stock price, we believe that the true value of the company is substantially higher. We have been patient investors in the company for almost nine years and believe that the company is finally in a position to generate the levels of profits that initially attracted us to their shares. We are encouraged that the Special Committee of Independent Rock of Ages Directors has engaged Covington Associates LLC as its financial advisor to assist it in exploring their strategic options including the Swenson Granite proposal. We look forward to the results of the process that will recognize the full potential of the company s assets and will reward all shareholders. Please feel free to contact us if you wish to discuss this matter further. Sincerely, __________________________ __________________________ Peter Gottlieb Eric Kuby Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 29, 2010 NORTH STAR INVESTMENT MANAGEMENT CORP. By: /S/ PETER D. GOTTLIEB - ---------------------------------- PETER D. GOTTLIEB, President & CEO By: /S/ PETER G. CONTOS II - ---------------------------------- PETER G. CONTOS II TEXT DOCUMENT -----END PRIVACY-ENHANCED MESSAGE-----