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| OMB APPROVAL |
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|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|
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Rock of Ages Corporation
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(Name of Issuer)
Class A Common Stock, Par Value $.01 Per Share
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(Title of Class and Securities)
772632 10 5
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(CUSIP Number)
Kurt M. Swenson
Rock of Ages Corporation
772 Graniteville Road
Graniteville, Vermont 05654
(802) 476-3121
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(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
January 29, 1999
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(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
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Kurt M. Swenson
SS# 001 36 1003
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) ( )
(b) ( )
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (See Instructions)
00 (See Item 3)
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7. SOLE VOTING POWER
NUMBER OF 1,130,989
SHARES -------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,130,989
WITH -------------------------------------
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,130,989
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES (See Instructions) ( )
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
22.5%
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14. TYPE OF REPORTING PERSON (See Instructions)
IN
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Note: This Amendment No. 1 amends a Statement on Schedule 13D dated
October 23, 1997 (the "Schedule 13D"), filed on behalf of Kurt M.
Swenson, relating to the Class A Common Stock. This Amendment No.
1 is being filed to report Mr. Swenson's exercise, on January 29,
1999, of options to purchase 107,500 shares of Class B Common
Stock. Unless otherwise indicated, all capitalized terms used but
not otherwise defined herein shall have the respective meanings
ascribed to them in the Schedule 13D. The Schedule 13D is hereby
amended and supplemented as follows.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended by deleting the last
sentence of the first paragraph and inserting in lieu
thereof the following:
On December 31, 1997, Mr. Swenson gifted an additional 19,250 shares of
Class B Common Stock to the above-mentioned trust (the "Additional
Trust Shares" and together with the Trust Shares, the "Aggregate Trust
Shares"). Mr. Swenson has no voting or dispositive power over the
Aggregate Trust Shares and he disclaims beneficial ownership of the
Aggregate Trust Shares.
Item 3 is hereby further amended by adding the following as the last
paragraph of such item:
On January 29, 1999, Mr. Swenson exercised options to purchase
107,500 shares of Class B Common Stock. Mr. Swenson borrowed the
aggregate $294,900 exercise price of such options pursuant to a
brokerage margin account with PaineWebber. All shares of stock held in
this account, including the 107,500 shares of Class B Common Stock
acquired by Mr. Swenson on January 29, 1999, are pledged to secure such
borrowings.
Item 4. Purpose of the Transaction.
The second paragraph of Item 4 of the Schedule 13D is
hereby amended in its entirety by the following:
With the exception of gifts of shares of Common Stock from time to
time to his family and to charities, sales of shares of Class B Common
Stock received upon exercise of options granted under the Stock Plan,
as described below, and sales of shares of Common Stock, if required,
to meet currently unforeseen and unanticipated cash requirements, Mr.
Swenson intends to continue to hold for investment purposes the
1,130,989 shares of Common Stock of the Company beneficially owned by
him. Mr. Swenson may from time to time exercise options granted
pursuant to the 1994 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 other shares of Class B 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.
Item 5. Interest in Securities of the Issuer.
Item 5(a) and Item 5(b) of the Schedule 13D are hereby amended in
their entirety by the following:
(a) As of January 29, 1999, by virtue of his beneficial ownership
of 1,130,989 shares of Class B Common Stock, Mr. Swenson beneficially
owned 1,130,989 shares of Class A Common Stock. Such 1,130,989 shares
of Class B Common Stock (assuming the conversion of all such 1,130,989
shares of Class B Common Stock into Class A Common Stock) represented
approximately 22.5% of the total number of shares of Class A Common
Stock outstanding as of January 29, 1999 (plus the 1,130,989 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 Class A Common Stock outstanding on November 11, 1998 as
reported by the Company in its Quarterly Report on Form 10-Q, dated
September 30, 1998 and filed with the Securities and Exchange
Commission on November 13, 1998.
(b) Kurt M. Swenson has the sole power to vote or to direct the
vote and sole power to dispose or to direct the disposition of the
1,130,989 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.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended by adding the following
as the last sentence of the first paragraph of such item:
The 180 day restriction period contained in the Lock-Up Agreement
expired in accordance with the terms of such agreement on April 18,
1998.
Item 6 of the Schedule 13D is hereby further amended by adding the
following as the penultimate paragraph of such item:
Mr. Swenson maintains a margin account with PaineWebber. All
shares of stock held in this account, including the 107,500 shares of
Class B Common Stock acquired by Mr. Swenson on January 29, 1999, are
pledged to secure borrowings described under Item 3. The information
contained in Item 3 is incorporated herein by reference.
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: February 12, 1999
/s/ Kurt M. Swenson
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Kurt M. Swenson
