-----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, VBMbT93e9QMjGCEg2/N3zuPZFOEjNSdt15p4E0/bfTbtdcGyXGhDZeBQ9As/VBZx TQXe2CqRupeihRlfW6r+4A== 0000950172-97-001001.txt : 19971104 0000950172-97-001001.hdr.sgml : 19971104 ACCESSION NUMBER: 0000950172-97-001001 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971103 SROS: NONE 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: 020212792 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-51813 FILM NUMBER: 97706829 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 KEVIN C CENTRAL INDEX KEY: 0001048742 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 772 GRANITEVILLE ROAD CITY: GRANITEVILLE STATE: VT ZIP: 05654 BUSINESS PHONE: 8024763121 SC 13D 1 SCHEDULE 13D 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) Class A Common Stock, Par Value $.01 Per Share (Title of Class of Securities) 772632 10 5 (CUSIP Number) Kevin C. Swenson Swenson Granite Company LLC 369 North State Street Concord, New Hampshire 03301 (603) 225-8397 (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 October 23, 1997 (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 which is the subject of this Schedule 13D and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box . - -------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kevin C.. Swenson SS# 001 36 1002 - -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( ) (See Item 5) (b) - -------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (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 - -------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER (See Item 5) BENEFICIALLY OWNED BY 1,042,739 EACH ---------------------------------------- REPORTING PERSON 8 SHARED VOTING POWER (See Item 5) WITH 0 ---------------------------------------- 9 SOLE DISPOSITIVE POWER (See Item 5) 1,042,739 ---------------------------------------- 10 SHARED DISPOSITIVE POWER (See Item 5) 0 - -------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5) 1,042,739 - -------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( ) - -------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 23.9% - -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D Item 1. Security and Issuer The title of the class of equity securities to which this Statement relates is the Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), of Rock of Ages Corporation, a Delaware corporation (the "Company"). Under the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation"), shares of the Company's Class B common Stock, par value $.01 per share (the "Class B Common Stock," and, together with the Class A Common Stock, the "Common Stock"), are convertible at the option of the holder at any time on a share-for-share basis into Class A Common Stock and convert automatically upon a transfer to any person other than a Permitted Transferee (as defined in the Certificate of Incorporation). The principal executive offices of the Company are located at 772 Graniteville Road, Graniteville, Vermont 05654. Item 2. Identity and Background (a) This statement is filed on behalf of Kevin C. Swenson. (b) Mr. Swenson's business address is c/o Swenson Granite Company LLC, 369 North State Street, Concord, New Hampshire 03301. (c) Mr. Swenson is Senior Vice President of Swenson Granite Company LLC. (d) and (e) During the last five years, Mr. Swenson has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction relating to federal or state securities laws or the violation with respect to such laws. (f) Mr. Swenson is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. 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"), upon the terms of 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 share of common stock of Swenson ("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 consummation thereof. 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 to an irrevocable trust for the benefit of his children (the "Trust Shares"). Mr. Swenson has no voting or dispositive power over the Trust Shares and disclaims beneficial ownership of the Trust Shares. Mr. Swenson did not provide any other consideration in connection with his acquisition of shares of Class B Common Stock. Item 4. Purpose of the Transaction. 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") on October 24, 1997. Prior to the Swenson Merger, Swenson Granite held approximately 93% of the Class B Common Stock. Pursuant to the Swenson Merger Agreement, upon consummation of the Swenson Merger, all of such shares of Class B Common Stock held by Swenson Granite were cancelled. Mr. Swenson intends to continue to hold for investment purposes the 1,042,739 shares of Common Stock of the Company beneficially owned by him. Mr. Swenson intends to review his investment in the Company on a continuing basis and reserves the right to maintain or reduce his holdings at current levels, to acquire additional shares of Common Stock through market purchases, in privately negotiated transactions or otherwise; and, subject to the Lock-Up Agreement described in Item 6 and restrictions under applicable securities laws, to sell or otherwise dispose of all or a portion of his holdings in the open market or in privately negotiated transactions or otherwise. Any such purchases or sales will depend upon, among other things, the availability of shares of Common Stock for purchase at satisfactory 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 future developments. Subject to the foregoing, Mr. Swenson does not have any plans or proposals 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. (a) As of October 23, 1997, by virtue of his beneficial ownership of 1,042,739 shares of Class B Common Stock, Mr. Swenson beneficially owned 1,042,739 shares of Class A Common Stock. Such 1,042,739 shares of Class B Common Stock (assuming the conversion of all of such 1,042,739 shares of Class B Common Stock into Class A Common Stock) represent approximately 23.9% of the total number of shares of Class A Common Stock outstanding as of October 20, 1997 (plus the 1,042,739 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 simulatneously, converted to Class A Common Stock), as set forth in the Company's final prospectus dated October 21, 1997 filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the General Rules and Regulations under the Securities Act of 1933, as amended. (b) Kevin C. Swenson has the sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of the 1,042,739 shares of 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) beneficially owned by him. (c) On October 23, 1997, Mr. Swenson transferred an aggregate of 18,750 shares of Class B Common Stock to a trust for the benefit of his children. Mr. Swenson disclaims beneficial ownership of such shares. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. On August 15, 1997, Mr. Swenson entered into a lock-up agreement with Raymond James & Associates, Inc. (the "Lock-Up Agreement"), 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 as more fully described in the Lock-Up Agreement filed herewith as Exhibit 2. The Lock-Up Agreement was entered into by Mr. Swenson in connection with the Offering, of which Raymond James & Associates, Inc. was the lead underwriter. Except as set forth above, Mr. Swenson does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including, but not limited to the transfer or voting of any of the shares of Common Stock, finders fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits or loss, or the giving or withholding of proxies. 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 Kevin C.Swenson 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: November 3, 1997 /s/ Kevin C. Swenson Kevin C. Swenson EXHIBIT INDEX Sequentially Exhibit Description Numbered Page 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) 2 Lock-Up Agreement, dated as of August 15, 1997, between Raymond James & Associates, Inc. and Kevin C. Swenson EX-2 2 EXHIBIT 2 - LOCK-UP AGREEMENT EXHIBIT 2 August 15, 1997 Raymond James & Associates, Inc. As Representative of the Several Underwriters c/o Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, Florida 33716 Ladies and Gentlemen: Reference is made to that certain proposed Underwriting Agreement (the "Underwriting Agreement") among Rock of Ages Corporation, a Vermont corporation planning to reincorporate as a Delaware corporation (the "Company"), Raymond James & Associates, Inc., as representative of the several Underwriters named in Schedule I thereto, and the Selling Stockholders named in Schedule II thereto (the "Selling Stockholders"), relating to a proposed underwritten offering of shares of the Company's Common Stock (the "Offering"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Underwriting Agreement. In order to induce the Underwriters to enter into the Underwriting Agreement and to consummate the transactions contemplated therein, and in further consideration of the execution of agreements similar to that contained herein, by the directors and officers of the Company and certain holders of the Company's securi- ties, the undersigned hereby agrees not to, without the prior written consent of Raymond James & Associates, Inc. (i) directly or indirectly sell, offer or contract to sell, or otherwise dispose of, or transfer any shares of Common Stock of the Company or securities of the Company convertible into or exchangeable or exercisable for, Common Stock of the Company (collectively, "Company Securities") legally or beneficially owned or controlled by the undersigned, now or hereafter, or any rights to purchase any Company Securities, before the expiration of the 180-day period following the date of the Underwriting Agreement (the "Restriction Period"), except that the undersigned may transfer Common Stock of the Company as a bona fide gift or gifts, providing that the undersigned provides prior written notice of such gift or gifts to Raymond James & Associates, Inc. and the donee or donees thereof agree(s) to be bound by the restrictions set forth herein, or (ii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the undersigned has or may hereafter have to require the Company to register, under the Securities Act of 1933, as amended (the "Act"), the undersigned's sale, transfer or other disposition of any Company Securities or other securities of the Company held by the undersigned, or to otherwise participate as a selling security holder in any manner in any registration effected by the Company under the Act, including the registration relating to the Offering, before the expiration of the Restriction Period; provided, however, that (i) the Selling Stockholders may sell shares of Common Stock in accordance with the Underwriting Agreement, and (ii) the Company may issue (A) options to purchase Common Stock or shares of Common Stock issuable upon the exercise of thereof, (B) Common Stock in connection with the C&C Acquisition and the Keith Acquisition and (C) capital stock in connection with other acquisitions, provided such shares of Common Stock issued upon the exercise of options and such shares of capital stock issued in connection with any such other acquisitions shall not be transferable prior to the end of the Restriction Period. The terms "C&C Acquisition" and "Keith Acquisition" shall have the meanings set forth in the Company's Registration Statement referred to in the Underwriting Agreement. Furthermore, the undersigned hereby agrees and consents to the entry of stop transfer instructions with the Company's transfer agent against the transfer of the Company Securities in violation of this agreement. /s/ Kevin C. Swenson -----END PRIVACY-ENHANCED MESSAGE-----