-----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, Bra1Md3tsqCL3zoBHFgwUmY4TkWQA2LYTvU4rqP/vKN5iqshkNefC1I76pb7b7HH duEnkeTK6CjIf7OmJR/LSA== 0000950172-00-000610.txt : 20000323 0000950172-00-000610.hdr.sgml : 20000323 ACCESSION NUMBER: 0000950172-00-000610 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000322 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: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51813 FILM NUMBER: 575783 BUSINESS ADDRESS: STREET 1: 369 NORTH STATE STREET CITY: CONCORD STATE: NH ZIP: 03301 BUSINESS PHONE: 6032258397 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SWENSON KURT M CENTRAL INDEX KEY: 0001048741 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 772 GRANITEVILLE ROAD CITY: GRANITEVILLE STATE: VT ZIP: 05654 BUSINESS PHONE: 8024763121 SC 13D/A 1 SCHEDULE 13D - AMENDMENT NO. 3 --------------------- | OMB APPROVAL | |---------------------| |OMB NUMBER: 3235-0145| UNITED STATES |EXPIRES: | SECURITIES AND EXCHANGE COMMISSION | AUGUST 31, 1999| Washington, D.C. 20549 |ESTIMATED AVERAGE | |BURDEN HOURS | |PER RESPONSE ...14.90| |---------------------| SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Rock of Ages Corporation ------------------------------------------------------------ (Name of Issuer) Class A Common Stock, Par Value $.01 Per Share ------------------------------------------------------------ (Title of Class and Securities) 772632 10 5 ------------------------------------------------------------ (CUSIP Number) Kurt M. Swenson Rock of Ages Corporation 772 Graniteville Road Graniteville, Vermont 05654 (802) 476-3121 ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Kent A. Coit, Esq. Skadden, Arps, Slate, Meagher & Flom LLP One Beacon Street Boston, Massachusetts 02108 (617) 573-4800 February 25, 1999 and March 1, 2000 ------------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on 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 provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 772632 10 5 ------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Kurt M. Swenson, individually and as the sole trustee of the Kurt M. Swenson Revocable Trust of 2000 ------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ( ) (b) ( ) ------------------------------------------------------------------- 3. SEC USE ONLY ------------------------------------------------------------------- 4. SOURCE OF FUNDS (See Instructions) 00 (See Item 3) ------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States ------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 1,131,500 SHARES _____________________________________ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH _____________________________________ REPORTING 9. SOLE DISPOSITIVE POWER PERSON 1,131,500 WITH _____________________________________ 10. SHARED DISPOSITIVE POWER ------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,131,500 ------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (See Instructions) ( ) ------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 21.2% ------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See Instructions) IN, OO ------------------------------------------------------------------- Note: This Amendment No. 3 ("Amendment No. 3") to Schedule 13D amends to the extent set forth herein Items 3, 4, 5, 6 and 7 of a Statement on Schedule 13D dated October 23, 1997 (the "Initial Schedule 13D"), as amended by Amendment No. 1 dated February 12, 1999 ("Amendment No. 1") and as amended and restated in its entirety by Amendment No. 2 dated September 1, 1999 ("Amendment No. 2")(the Initial Schedule 13D, together with Amendment No. 1 and Amendment No. 2, the "Existing Schedule 13D"), filed on behalf of Kurt M. Swenson, relating to the Class A Common Stock of Rock of Ages Corporation, a Delaware corporation (the "Company"). This Amendment No. 3 is being filed on behalf of Kurt M. Swenson, individually and as trustee of the Kurt M. Swenson Revocable Trust of 2000 (the "Swenson Trust"), to report Mr. Swenson's purchase, in his individual capacity, of 9,000 shares of the Company's Class A Common Stock in market transactions and the transfer of 129,000 shares of the Company's Class A Common Stock and 1,000,000 shares of the Company's Class B Common Stock to the Swenson Trust. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 3 sets forth the complete text of each of Items 3, 4, 5, 6 and 7 of the Existing Schedule 13D, as amended by this Amendment No. 3. Unless otherwise indicated, all capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in Amendment No. 2. Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- Item 3 is hereby amended in its entirety to read as follows: Mr. Swenson acquired 1,061,489 shares of Class B Common Stock pursuant to the merger on October 23, 1997 of Swenson Granite Company, Inc. ("Swenson Granite") with and into the Company (the "Swenson Merger"), pursuant to the Agreement and Plan of Merger and Reorganization, dated as of August 13, 1997, by and among the Company, Swenson Granite, Kurt M. Swenson and Kevin C. Swenson (the "Swenson Merger Agreement"). In the Swenson Merger, each outstanding share of common stock of Swenson Granite ("Swenson Common Stock") was converted into 1,618.123 shares of Class B Common Stock. Mr. Swenson held 656 shares of Swenson Common Stock immediately prior to the consummation of the Swenson Merger, and, accordingly, received 1,061,489 shares of Class B Common Stock upon the consummation thereof. Mr. Swenson did not provide any other consideration in connection with his acquisition of shares of Class B Common Stock pursuant to the Swenson Merger. See Item 4 below, the first paragraph of which is incorporated herein by reference. Immediately upon receipt of such 1,061,489 shares of Class B Common Stock pursuant to the Swenson Merger, Mr. Swenson gifted 18,750 shares of Class B Common Stock (the "Initial Trust Shares") to an irrevocable trust for the benefit of his children, divided equally between two sub- trusts thereof. On December 31, 1997 and August 26, 1999, respectively, Mr. Swenson gifted an additional 19,250 and 23,489 shares, respectively (the "Additional Trust Shares" and together with the Initial Trust Shares, the "Aggregate Trust Shares"), of Class B Common Stock to the above-mentioned sub- trusts, divided substantially equally between such sub-trusts. Mr. Swenson has no voting or dispositive power with respect to the 61,489 Aggregate Trust Shares and he disclaims beneficial ownership of any of such Aggregate Trust Shares. On January 29, 1999, Mr. Swenson exercised options to purchase 107,500 shares of Class B Common Stock (the "Option Shares") granted to Mr. Swenson pursuant to the Company's Amended and Restated 1994 Stock Plan (the "Stock Plan"). Mr. Swenson borrowed the aggregate $294,900 exercise price of such options pursuant to a brokerage margin account with PaineWebber (the "PaineWebber Account"). Such 107,500 shares of Class B Common Stock acquired upon such exercise were converted into an equal number of shares of Class A Common Stock, and were pledged to secure the aforesaid borrowings in accordance with the terms of the PaineWebber Account. In April 1999, Mr. Swenson paid in full such borrowings and all interest thereon from personal funds. Between August 12 and August 26, 1999, Mr. Swenson purchased through, with cash on hand in, the PaineWebber Account, 12,500 shares of Class A Common Stock in market transactions at prices between $7 3/4 and $8 1/8 per share. Options to purchase 2,500 shares of Class B Common Stock held by Mr. Swenson vested on December 31, 1999 and are currently exercisable. On November 23, 1999 and November 29, 1999, Mr. Swenson purchased through, and with cash on hand in, the PaineWebber Account 9,000 shares of the Company's Class A Common Stock in market transactions at prices between $6 and $6 1/4 per share. On February 25, 2000, Mr. Swenson transferred all 129,000 shares of the Company's Class A Common Stock owned by him to the Swenson Trust. On March 1, 2000, Mr. Swenson transferred all 1,000,000 shares of the Company's Class B Common Stock owned by him to the Swenson Trust (such Class A Common Stock and Class B Common Stock transferred to and held by the Swenson Trust, being referred to collectively herein as the "Aggregate Swenson Trust Shares"). The Swenson Trust is a revocable trust for the benefit of Mr. Swenson, and, as contingent beneficiaries, his immediate family members. The Swenson Trust is a Permitted Transferee under the Company's Amended and Restated Certificate of Incorporation, and accordingly, the 1,000,000 shares of Class B Common Stock transferred to and held by the Swenson Trust continue to be shares of Class B Common Stock. Item 4. Purpose of the Transaction. --------------------------- Item 4 is hereby amended in its entirety to read as follows: The Swenson Merger was effected as part of a reorganization prior to the Company's initial public offering of its Class A Common Stock (the "Offering") which was consummated on October 24, 1997. Prior to the Swenson Merger, Swenson Granite held approximately 93% of the Class B Common Stock. Pursuant to the Merger Agreement, upon consummation of the Swenson Merger, all of such shares of Class B Common Stock held by Swenson Granite were cancelled. The gifts of the Aggregate Trust Shares and transfer of the Aggregate Swenson Trust Shares as described in Item 3 above were made for estate planning purposes. Mr. Swenson acquired the Option Shares in January 1999 as described in Item 3 above to increase his ownership position in the Company in a tax-efficient manner. Mr. Swenson purchased the 12,500 and 9,000 shares of Class A Common Stock as described in Item 3 above because he viewed such shares as an attractive investment at the prices at which such purchases were made. With the exception of gifts of shares of the Company's Common Stock from time to time to his family and sales of shares of the Company's Common Stock, if required, to meet currently unforeseen and unanticipated cash requirements for taxes and other expenses, Mr. Swenson intends to continue to hold for investment purposes the shares of the Company's Common Stock beneficially owned by him individually and as trustee of the Swenson Trust. Mr. Swenson may from time to time exercise options granted to him pursuant to the Stock Plan. In connection with the exercise of such options, Mr. Swenson may sell, or pledge as collateral for loans, some or all of the shares of Class B Common Stock acquired upon such exercise (or shares of Class A Common Stock into which such shares of Class B Common Stock may be converted), or other shares of Common Stock owned by him, in order to pay the applicable exercise price, income taxes, or for such other uses of the proceeds of such sales or loans as Mr. Swenson may determine. Mr. Swenson intends to review closely his investment in the Company on a continuing basis, and may acquire additional shares of Common Stock through market purchases, in privately negotiated transactions or otherwise, including possibly through Swenson Granite LLC, a privately held limited liability company in which Mr. Swenson and his brother own controlling member interests. Any such acquisition will depend upon, among other things, the availability of shares of Common Stock for purchase at attractive price levels; Mr. Swenson's continuing evaluation of the Company's business, financial condition, operations and prospects; general market, economic and other conditions; the relative attractiveness of alternative business and investment opportunities; the availability of financing; and other factors which Mr. Swenson may deem relevant. Subject to the foregoing, Mr. Swenson does not have any plans or proposals with respect to his investment in the Company which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------ Item 5 is hereby amended in its entirety to read as follows: (a) As of the date of this Amendment No. 3, by virtue of his ownership (i) in his capacity as sole trustee of the Swenson Trust, of 129,000 shares of the Company's Class A Common Stock and 1,000,000 shares of the Company's Class B Common Stock and (ii) in his individual capacity, his beneficial ownership of 2,500 shares of Class B Common Stock, Mr. Swenson beneficially owned 1,131,500 shares of the Company's Class A Common Stock. Such 1,131,500 shares of the Company's Class A Common Stock (assuming the conversion of all such 1,000,000 shares of Class B Common Stock into Class A Common Stock) represented approximately 21.2% of the total number of shares of the Company's Class A Common Stock outstanding as of the date of this Amendment No. 3 (plus the 1,000,000 shares of Class A Common Stock which would be outstanding and held by Mr. Swenson upon such conversion and assuming that no other shares of Class B Common Stock held by others have been previously, or are simultaneously, converted to Class A Common Stock), based on the number of shares of the Company's Class A Common Stock outstanding on December 31, 1999, as advised by the Company to Mr. Swenson. (b) Kurt M. Swenson, as the sole trustee of the Swenson Trust, has the sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of the 1,000,000 shares of the Company's Class B Common Stock (and, accordingly, of the same number of shares of Class A Common Stock into which such shares of Class B Common Stock are convertible) and the 129,000 shares of the Company's Class A Common Stock held by the Swenson Trust and beneficially owned by him. (c) The information contained in Item 3, Paragraphs 3, 4 and 5 is incorporated herein by reference. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ------------------------------------------------------- In August 1997, in connection with the Offering, Mr. Swenson entered into a lock-up agreement (the "Lock-Up Agreement") with Raymond James & Associates, Inc., the lead underwriter for the Offering, pursuant to which Mr. Swenson agreed not to, without the prior written consent of Raymond James & Associates, Inc., directly or indirectly sell, offer or contract to sell, or otherwise dispose of, or transfer any shares of Common Stock or securities of the Company convertible into or exchangeable or exercisable for Common Stock legally or beneficially owned or controlled by him before the expiration of the 180-day period commencing on October 21, 1997, subject to certain exceptions. The 180 day restriction period contained in the Lock-Up Agreement expired in accordance with the terms of such agreement on April 18, 1998. The PaineWebber Account is a margin account. There are no current margin loans outstanding pursuant to the PaineWebber Account. The information contained in Item 3 is incorporated herein by reference. Item 7. Material to be filed as Exhibits. --------------------------------- Exhibit 1: Agreement and Plan of Merger and Reorganization, dated as of August 13, 1997, by and among Rock of Ages Corporation, Swenson Granite Company, Inc., Kurt M. Swenson and Kevin C. Swenson (incorporated by reference to Exhibit 2.4 to the Company's Registration Statement on Form S-1 (File No. 333-33685) filed with the Securities and Exchange Commission on August 15, 1997) Exhibit 2: Lock-Up Agreement, dated as of August 15, 1997, between Raymond James & Associates, Inc. and Kurt M. Swenson (previously filed as part of the Initial Schedule 13D) Exhibit 3: Stock Option Agreement, dated November 21, 1994, between Kurt M. Swenson and Rock of Ages Corporation (previously filed as part of the Initial Schedule 13D) Exhibit 4: Stock Option Agreement, dated December 31, 1996, between Kurt M. Swenson and Rock of Ages Corporation (previously filed as part of the Initial Schedule 13D) 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: March 22, 2000 /s/ Kurt M. Swenson ---------------------------------- Kurt M. Swenson, individually, and as the sole trustee of the Kurt M. Swenson Revocable Trust of 2000 -----END PRIVACY-ENHANCED MESSAGE-----