SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
ROCK OF AGES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or
Organization)
030153200
(I.R.S. Employer Identification No.)
772 Graniteville Road, Graniteville, VT 05654
(Address of Principal Executive Offices) (Zip Code)
1994 AMENDED AND RESTATED STOCK PLAN
(Full Title of Plan)
Kurt M. Swenson, President, Chief Executive Officer
and Chairman of the Board of Directors
Rock of Ages Corporation
772 Graniteville Road
Graniteville, Vermont 05654
(Name and Address of Agent for Service)
(802)476-3121
(Telephone Number, Including Area Code,
of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================
Title of Securities Amount to Proposed Maximum Proposed Maximum Amount of
to be be Regis- Offering Price Aggregate Registration
Registered tered (1) Per Share Offering Price Fee
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock 350,000 $3.74 $1,309,000 $ 386.16
Class A Common Stock 225,000 3.59 807,750 238.29
Class A Common Stock 175,000 2.40 420,000 123.90
Class A Common Stock 100,000 2.64 264,000 77.88
Class A Common Stock 12,500 4.12 51,500 15.19
Class A Common Stock 383,252 18.50 7,090,162 2,091.60
Class A Common Stock 254,248 15.88(2) 4,037,458 1,191.05
Class B Common Stock 350,000 3.74 1,309,000 386.16
Class B Common Stock 225,000 3.59 807,750 238.29
Class B Common Stock 175,000 2.40 420,000 123.90
Class B Common Stock 100,000 2.64 264,000 77.88
Class B Common Stock 12,500 4.12 51,500 15.19
--------- ----------- ---------
2,362,500 $16,832,120 $4,965.49
============================================================================================
</TABLE>
(1) The Class A Common Stock, par value $.01 per share (the "Class A
Common Stock") being registered relates to (i) past option grants
pursuant to the 1994 Amended and Restated Stock Plan ("the Plan") of
Rock of Ages Corporation (the "Company"), with exercise prices as
indicated, (ii) option grants pursuant to the Plan to be made in the
future, with option exercise prices to be determined and (iii) shares
of Class A Common Stock issuable upon conversion of Class B Common
Stock, par value $.01 per share (the "Class B Common Stock), issued
upon exercise of options for Class B Common Stock previously granted
pursuant to the Plan. The Class B Common Stock being registered relates
to such prior option grants, with exercise prices as indicated. The
Class B Common Stock is convertible into Class A Common Stock on a
one-to-one basis at any time at the option of the holder thereof.
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to paragraphs (c) and (h) of Rule 457 under the Securities
Act of 1933, as amended, (the "Act") based on the average of the high
and low prices per share of the Company's Class A Common Stock
reported on the Nasdaq National Market on February 2, 1998.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are incorporated herein by reference (i) the Company's
final prospectus dated October 21, 1997, filed pursuant to Rule 424(b) of
the Act, containing audited financial statements for the Company's latest
fiscal year for which such statements have been filed by the Company with
the Securities and Exchange Commission, (ii) the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1997 and (iii)
the description of the Class A Common Stock contained in the Company's
registration statement on Form 8-A and all amendments thereto filed
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registra
tion statement and to be a part thereof from the date of filing of such
documents.
Item 4. Description of Securities.
CLASS A COMMON STOCK
The Class A Common Stock has been registered pursuant to Section
12(g) of the Exchange Act. Accordingly, a description of the Class A
Common Stock is not required herein.
CLASS B COMMON STOCK
The Company's Amended and Restated Certificate of Incorporation
authorizes the issuance of up to 15,000,000 shares of Class B Common
Stock.
The shares of Class A Common Stock and Class B Common Stock are
substantially identical, except for voting rights and certain conversion
rights, as described below.
Voting Rights. Each share of Class B Common Stock entitles the
holder to ten votes on each matter submitted to a vote of the Company's
stockholders, including the election of directors. Except as required by
applicable law, holders of Class B Common Stock will vote together with
holders of Class A Common Stock as a single class on all matters submit
ted to a vote of the stockholders. The Class B Common Stock does not have
cumulative voting rights.
Any action that can be taken at a meeting of the stockholders may
be taken by written consent in lieu of the meeting if the Company
receives consents signed by stockholders having the minimum number of
votes that would be necessary to approve the action at a meeting at which
all shares entitled to vote on the matter were present. This could permit
the holders of Class B Common Stock to take all actions required to be
taken by the stockholders without providing the other stockholders the
opportunity to vote or raise other matters at a meeting.
Dividends. Holders of Class B Common Stock and Class A Common Stock
are entitled to receive dividends at the same rate if and when declared
by the Board of Directors out of funds legally available therefor,
subject to the dividend and liquidation rights of any of the preferred
stock of the Company that may be issued and outstanding.
If a dividend or distribution payable in Class A Common Stock is
made on the Class A Common Stock, the Company must also make a pro rata
and simultaneous dividend or distribution on the Class B Common Stock
payable solely in shares of Class B Common Stock. Conversely, if a
dividend or distribution payable in Class B Common Stock is made on the
Class B Common Stock, the Company must also make a pro rata and
simultaneous dividend or distribution on the Class A Common Stock payable
solely in shares of Class A Common Stock.
Conversion. The Class B Common Stock is convertible into Class A
Common Stock, in whole or in part, at any time and from time to time at
the option of the holder on the basis of one share of Class A Common
Stock for each share of Class B Common Stock converted. Each share of
Class B Common Stock will also automatically convert into one share of
Class A Common Stock upon transfer to any person or entity other than a
"Permitted Transferee." For this purpose, a Permitted Transferee is (i) a
spouse or lineal descendant of any person duly holding shares of Class B
Common Stock (a "Qualified Holder") and any spouse of such lineal
descendant (all such spouses and lineal descendants, collectively, "Fami
ly Members"), (ii) the trustee of a trust for the sole benefit of a
Qualified Holder or Family Members, (iii) a partnership comprised
exclusively of a Qualified Holder or Family Members or other entity wholly
owned by a Qualified Holder or Family Members, or (iv) the executor,
administrator or personal representative of the estate of a Qualified
Holder or Family Members, or the guardian or conservator of a Qualified
Holder or any Family Members who has been adjudged disabled by a court of
competent jurisdiction.
Liquidation. In the event of a liquidation of the Company, after
payment of the debts and other liabilities of the Company and after
making provision for the holders of Preferred Stock, if any, the
remaining assets of the Company will be distributable ratably among the
holders of the Class A Common Stock and Class B Common Stock treated as a
single class.
Other Provisions. The holders of shares of the Class B Common Stock
are not entitled to preemptive rights. The Class B Common Stock may not
be subdivided or combined in any manner unless the Class A Common Stock
is subdivided or combined in the same proportion.
The information required by Item 202(5) of Regulation S-K is
provided under the headings "Description of Capital Stock-Preferred Stock"
and "-Antitakeover Effects of Provisions of the Charter and By-Laws and
of Delaware Law" in the Company's Registration Statement on Form S-1
(Registration No. 333-33685), as initially filed with the Securities and
Exchange Commission on August 15, 1997 and as amended on September 23,
1997, October 15, 1997 and October 17, 1997 (the "Registration
Statement"). Such portion of the Registration Statement is hereby
incorporated by reference and made a part hereof.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 102 of the Delaware General Corporation Law ("DGCL"),
as amended, allows a corporation to eliminate the personal liability of
directors of a corporation to the corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director, except
where the director breached his duty of loyalty, failed to act in good
faith, engaged in intentional misconduct or knowingly violated a law,
authorized the payment of a dividend or approved a stock repurchase in
violation of Delaware corporate law or obtained an improper personal
benefit.
Section 145 of the DGCL, as amended, provides that a
corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation), by reason of the fact that he is or was a director,
officer, employee or agent of the corporation or is or was serving at its
request in such capacity in another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action,
suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful.
Article Ninth of the Company's Amended and Restated
Certificate of Incorporation provides for elimination of directors'
personal liability and indemnification as follows:
"(Nine) No director shall be personally liable to the
Corporation or any of its stockholders for monetary damages for
breach of fiduciary duty as a director, except to the extent such
exemption from liability or limitation thereto is not permitted
under the DGCL as the same exists or may hereafter be amended. If
the DGCL is amended hereafter to authorize the further elimination
or limitation of the liability of directors, then the liability of
a director of the Corporation shall be eliminated or limited to the
fullest extent authorized by the DGCL, as so amended. Any repeal or
modification of this Article NINTH shall not adversely affect any
right or protection of a director of the Corporation existing at
the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification."
In addition, Article VIII of the By-Laws of the Company
provides for indemnification of officers and directors of the Company and
certain other persons against liabilities and expenses incurred by any of
them in certain stated proceedings and under certain stated conditions.
Section 9 of the Underwriting Agreement between the Company
and the Representative provides for indemnification by the Company of the
Representative, the Underwriters and each person, if any, who controls
the Representative or any Underwriter, against certain liabilities under
the Securities Act. The Underwriting Agreement also provides that the
Representative and the Underwriters shall similarly indemnify the
Company, its directors, officers, and controlling person, as set forth
therein.
The Company has purchased directors' and officers'
liability insurance which would indemnify the directors and officers of
the Company against damages arising out of certain kinds of claims which
might be made against them based on their negligent acts or omissions
while acting in their capacity as such.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
- -------- -----------
4.1 Amended and Restated Certificate of Incorporation of the
Company (Incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1 (Registration
No. 333-33685) as declared effective by the Securities and
Exchange Commission on October 20, 1997).
4.2 By-Laws of the Company (Incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form S-1
(Registration No. 333-33685) as declared effective by the
Securities and Exchange Commission on October 20, 1997).
4.3 Specimen Certificate for the Class A Common Stock of the
Company (Incorporated by referenced to Exhibit 4 to the
Company's Registration Statement on Form S-1 (Registration
No. 333-33685) as declared effective by the Securities and
Exchange Commission on October 20, 1997.
5 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of KPMG Peat Marwick LLP.
23.5 Consent of Greene and Company, L.L.P.
23.6 Consent of Greene and Company, L.L.P.
23.7 Consent of Greene and Company, L.L.P.
23.8 Consent of Greene and Company, L.L.P.
23.9 Consent of Greene and Company, L.L.P.
23.10 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(contained in the opinion filed as Exhibit 5 to this
Registration Statement).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information set forth in the registration
statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described under Item 6 above, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Graniteville,
State of Vermont, on this 4th day of February, 1998.
Rock of Ages Corporation
By: /s/ Kurt M. Swenson
----------------------------
Kurt M. Swenson
President, Chief Executive Officer
and Chairman of the Board of Directors
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Kurt M. Swenson and Richard C.
Kimball and each of them, as such person's true and lawful
attorney-in-fact and agent with full power of substitution and revocation
for such person and in such person's name, place and stead, in any and
all capacities, to execute any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as such person
might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 4, 1998.
/s/ Kurt M. Swenson President, Chief Executive
----------------------------- Officer and Chairman of the Board of
Kurt M. Swenson Directors (Principal Executive
Officer)
/s/ George R. Anderson Senior Vice President,
----------------------------- Chief Financial Officer,
George R. Anderson Treasurer, Director
(Principal Financial Officer)
/s/ Richard C. Kimball Vice Chairman and President,
----------------------------- Memorial Division, Director
Richard C. Kimball
/s/ Jon M. Gregory President, Quarry Division,
----------------------------- Director
Jon M. Gregory
/s/ Mark A. Gherardi Senior Vice President, Barre
----------------------------- and Canada Manufacturing
Mark A. Gherardi Operations, Director
/s/ G. Thomas Oglesby President, Keystone Memorials
----------------------------- Director
G. Thomas Oglesby, Jr.
/s/ Peter A. Friberg Senior Vice President,
----------------------------- Memorial Sales, Director
Peter A. Friberg
/s/ James L. Fox Director
-----------------------------
James L. Fox
/s/ Charles M. Waite Director
-----------------------------
Charles M. Waite
/s Frederick Webster Director
-----------------------------
Frederick Webster
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1 Form of Amended and Restated Certificate of In corporation
of the Company (Incorporated by reference to Exhibit 3.1 to
the Company's Registration Statement on Form S-1
(Registration No. 333-33685) as declared effective by the
Securities and Exchange Commission on October 20, 1997).
4.2 By-Laws of the Company (Incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form S-1
(Registration No. 333-33685) as declared effective by the
Securities and Exchange Commission on October 20, 1997).
4.3 Specimen Stock Certificate of the Company (Incorporated by
Reference to Exhibit 4 to the Company's Registration
Statement on Form S-1 (Registration No. 333-33685) as
declared effective by the Securities and Exchange Commission
on October 20, 1997).
5 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of KPMG Peat Marwick LLP.
23.5 Consent of Greene and Company, L.L.P.
23.6 Consent of Greene and Company, L.L.P.
23.7 Consent of Greene and Company, L.L.P.
23.8 Consent of Greene and Company, L.L.P.
23.9 Consent of Greene and Company, L.L.P.
23.10 Consent of Skadden, Arps, Slate, Meagher & Flom
LLP(contained in the opinion filed as Exhibit 5 to this
Registration Statement).
24 Power of Attorney (included on the signature page of this
Registration Statement).
Exhibit 5
February 4, 1998
Rock of Ages Corporation
772 Graniteville Road
Graniteville, Vermont 05654
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to Rock of Ages
Corporation, a Delaware corporation (the "Company"), in connection with
the preparation of a Registration Statement on Form S-8 (the "Regis-
tration Statement"), for the purpose of registering with the Securities
and Exchange Commission, under the Securities Act of 1933, as amended
(the "Act"), shares of Class A Common Stock, par value $.01 per share
(the "Class A Common Stock"), and shares of Class B Common Stock, par
value $.01 per share (together with the Class A Common Stock, the
"Shares"), of the Company issuable upon the exercise of options granted
under the Company's Amended and Restated 1994 Stock Plan (the "Plan").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined and are
familiar with originals or copies, certified or otherwise identified to
our satisfaction, of (i) the Registration Statement, (ii) the Plan, (iii)
the Amended and Restated Certificate of Incorporation and By-Laws of the
Company, each as currently in effect, (iv) specimen certificates
representing the Shares and (v) certain resolutions adopted by the Board
of Directors of the Company relating to the approval and adoption of the
Plan, the issuance of the Shares and certain related matters. We have
also examined such other documents, certificates and records as we have
deemed necessary or appropriate as a basis for the opinion set forth
herein. In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as certified, conformed or photostatic
copies and the authenticity of the originals of such copies. As to any
facts material to the opinion expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and
others.
We have also assumed that each award agreement setting forth
the terms of each grant of options or other award under the Plan (each,
an "Award Agreement") will be consistent with the Plan and will be duly
authorized and validly executed and delivered by the parties thereto and
that the consideration received by the Company for the Shares delivered
pursuant to such option exercise or other award under the Plan will be in
an amount at least equal to the par value of such Shares.
The opinions expressed herein are limited to the General
Corporation Law of the State of Delaware, and we express no opinion as to
the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of the
opinion that the Shares have been duly authorized for issuance and, when
the Shares have been paid for and certificates therefor have been issued
and delivered pursuant to an award duly granted under the Plan, upon the
exercise of options or otherwise, in each case in accordance with the
terms of the Plan and the applicable Award Agreement, such Shares will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the Rules and Regulations promulgated
thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
Exhibit 23.1
The Board of Directors
Rock of Ages Corporation:
We consent to incorporation by reference in the registration statement
(No. 33-33685) on Form S-8 of Rock of Ages Corporation of our report
dated March 24, 1997, except as to Note 13 which is as of August 12,
1997, relating to the consolidated balance sheets of Rock of Ages
Corporation and subsidiaries as of December 31, 1996 and 1995, and the
related consolidated statements of operations, stockholders' equity and
cash flows for each of the years in the three-year period ended
December 31, 1996, which report appears in the October 21, 1997,
prospectus on Form S-1 of Rock of Ages Corporation.
/s/ KPMG Peat Marwick LLP
Burlington, Vermont
February 4, 1998
Exhibit 23.2
The Board of Directors
Keystone Memorials, Inc.:
We consent to incorporation by reference in the registration statement
(No. 33-33685) on Form S-8 of Rock of Ages Corporation of our report
dated July 25, 1997, relating to the combined balance sheet of Keystone
Memorials, Inc., the Quarry Companies and Southern Mausoleums, Inc.
(SMI) as of April 30, 1997, and the related combined statements of
operations, stockholder's deficit and cash flows for the ten-month
period ended April 30, 1997, which report appears in the October 21,
1997, prospectus on Form S-1 of Rock of Ages Corporation.
/s/ KPMG Peat Marwick LLP
Atlanta, Georgia
February 4, 1998
Exhibit 23.3
The Board of Directors
Childs & Childs Granite Company, Inc. and C&C Granite Company, Inc.:
We consent to incorporation by reference in the registration statement
(No. 33-33685) on Form S-8 of Rock of Ages Corporation of our report
dated July 18, 1997, relating to the combined balance sheet of Childs &
Childs Granite Company, Inc., C&C Granite Company, Inc., the Quarry
Companies and Southern Mausoleums, Inc. (SMI) as of May 31, 1997, and
the related combined statements of operations, stockholders' equity and
cash flows for the eleven-month period ended May 31, 1997, which report
appears in the October 21, 1997, prospectus on Form S-1 of Rock of Ages
Corporation.
/s/ KPMG Peat Marwick LLP
Atlanta, Georgia
February 4, 1998
Exhibit 23.4
The Board of Directors
Keith Monument Companies:
We consent to incorporation by reference in the registration statement
(No. 33-33685) on Form S-8 of Rock of Ages Corporation of our report
dated August 7, 1997, relating to the combined balance sheets of Keith
Monument Companies (the "Companies") as of June 30, 1997 and 1996, and
the related combined statements of operations, stockholders' equity and
cash flows for each of the years in the three-year period ended June
30, 1997, which report appears in the October 21, 1997, prospectus on
Form S-1 of Rock of Ages Corporation.
/s/ KPMG Peat Marwick LLP
Louisville, Kentucky
February 4, 1998
Exhibit 23.5
The Board of Directors
Rock of Ages Corporation
We consent to incorporation by reference in the registration statement
(No. 33-33685) on Form S-8 of Rock of Ages Corporation of our report
dated September 18, 1997, relating to the balance sheets of Southern
Mausoleums, Inc., Caprice Blue Quarry, Inc. and Autumn Rose Quarries,
Inc. as of August 31, 1997 and August 31, 1996, and the related
statements of operations and accumulated deficit, and cash flows for
the three months then ended, which report appears in the October 21,
1997, prospectus on Form S-1 of Rock of Ages Corporation.
/s/ Greene and Company, L.L.P.
Anderson, South Carolina
February 4, 1998
Exhibit 23.6
The Board of Directors
Rock of Ages Corporation
We consent to incorporation by reference in the registration statement
(No. 33-33685) on Form S-8 of Rock of Ages Corporation of our report
dated July 22, 1997, relating to the balance sheets of Caprice Blue
Quarry, Inc., Southern Mausoleums, Inc., and Autumn Rose Quarries, Inc.
as of May 31, 1997 and April 30, 1997, and the related statements of
operations and accumulated deficit, and cash flows for the eleven
months and ten months then ended , which report appears in the October
21, 1997, prospectus on Form S-1 of Rock of Ages Corporation.
/s/ Greene and Company, L.L.P.
Anderson, South Carolina
February 4, 1998
Exhibit 23.7
The Board of Directors
Rock of Ages Corporation
We consent to incorporation by reference in the registration statement
(No. 33-33685) on Form S-8 of Rock of Ages Corporation of our report
dated July 22, 1997, relating to the consolidated balance sheets of
Pennsylvania Granite Corporation and subsidiary as of May 31, 1997 and
April 30, 1997, and the related consolidated statements of operations
and accumulated deficit, and cash flows for the eleven months and ten
months then ended, which report appears in the October 21, 1997,
prospectus on Form S-1 of Rock of Ages Corporation.
/s/ Greene and Company, L.L.P.
Anderson, South Carolina
February 4, 1998
Exhibit 23.8
The Board of Directors
Rock of Ages Corporation
We consent to incorporation by reference in the registration statement
(No. 33-33685) on Form S-8 of Rock of Ages Corporation of our report
dated July 22, 1997, relating to the consolidated balance sheets of
Pennsylvania Granite Corporation and subsidiary as of June 30, 1996,
and the related consolidated statements of operations and accumulated
deficit, and cash flows for the year then ended, which report appears
in the October 21, 1997, prospectus on Form S-1 of Rock of Ages
Corporation.
/s/ Greene and Company, L.L.P.
Anderson, South Carolina
February 4, 1998
Exhibit 23.9
The Board of Directors
Rock of Ages Corporation
We consent to incorporation by reference in the registration statement
(No. 33-33685) on Form S-8 of Rock of Ages Corporation of our report
dated September 18, 1997, relating to the consolidated balance sheets
of Pennsylvania Granite Corporation and subsidiary as of August 31,
1997 and August 30, 1996, and the related consolidated statements of
operations and accumulated deficit, and cash flows for the three months
then ended, which report appears in the October 21, 1997, prospectus on
Form S-1 of Rock of Ages Corporation.
/s/ Greene and Company, L.L.P.
Anderson, South Carolina
February 4, 1998
