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
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
