<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 14a-11(c) or 14a-12
ROCK OF AGES CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
-----------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
<PAGE>
[LOGO]
ROCK OF AGES CORPORATION
772 GRANITEVILLE ROAD
GRANITEVILLE, VERMONT 05654
MAY 11, 1999
To our Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders of
Rock of Ages Corporation, to be held at 560 Graniteville Road, Graniteville,
Vermont on Friday, June 18, 1999 at 10:00 a.m., Vermont time.
We encourage you to read the enclosed Notice of Annual Meeting and Proxy
Statement, as well as the enclosed 1998 Annual Report.
After the business items of the annual meeting are completed, a group of our
officers will make presentations and answer your questions about our growth
strategy and our quarrying, manufacturing and retailing operations. This will be
followed by lunch and tours of our Barre quarries and manufacturing plants. Our
annual meeting serves as a good opportunity for you to learn more about Rock of
Ages and talk informally with many of our people.
We hope to see you at the annual meeting. It is important that your shares
be represented at the annual meeting regardless of whether you are able to
attend personally. Therefore, please sign, date and promptly mail the enclosed
proxy card(s) in the envelope provided.
Sincerely,
/s/ KURT M. SWENSON
Kurt M. Swenson
Chairman, President and
Chief Executive Officer
<PAGE>
ROCK OF AGES CORPORATION
772 GRANITEVILLE ROAD
GRANITEVILLE, VERMONT 05654
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
JUNE 18, 1999
To the Stockholders of
Rock of Ages Corporation:
Notice is hereby given that the Annual Meeting of the Stockholders of Rock
of Ages Corporation will be held at 560 Graniteville Road, Graniteville,
Vermont, on Friday, June 18, 1999 at 10:00 a.m., Vermont time, for the following
purposes:
1. To elect two Class II Directors, each for a three-year term expiring at
the annual meeting of stockholders in 2002, and until their respective
successors are duly elected and qualified.
2. To ratify the selection of KPMG LLP as the company's independent
auditors for the 1999 fiscal year.
3. To transact any other business that may properly come before the annual
meeting or any adjournment thereof.
The close of business on April 30, 1999 has been fixed as the record date
for determining the stockholders entitled to notice of, and to vote at, the
annual meeting and any adjournment thereof.
It is desirable that the stock of the Company should be represented as fully
as possible at the annual meeting. Please sign, date and return the accompanying
proxy card(s) in the enclosed envelope, which requires no postage if mailed in
the United States. Please note that separate proxy cards have been provided for
the Company's Class A Common Stock and Class B Common Stock. If you are a holder
of both classes of stock, please sign, date and return both proxy cards so that
all of your shares may be voted. If you attend the annual meeting, you may vote
in person whether or not you have sent in your proxy card(s).
By Order of the Board of Directors
John R. Monson
Secretary
<PAGE>
ROCK OF AGES CORPORATION
PROXY STATEMENT
SOLICITATION
This Proxy Statement is furnished in connection with the solicitation, by
and on behalf of the Board of Directors (the "Board") of Rock of Ages
Corporation, a Delaware corporation (the "Company"), of proxies (each a "Proxy",
and collectively the "Proxies") to be voted at the Company's 1999 Annual Meeting
of Stockholders (the "Meeting"), and at any adjournments thereof. The Meeting
will be held at 560 Graniteville Road, Graniteville, Vermont, on Friday, June
18, 1999 at 10:00 a.m., Vermont time. The principal executive offices of the
Company are located at 772 Graniteville Road, Graniteville, Vermont 05654.
All expenses of this solicitation will be borne by the Company, including
the cost of preparing and mailing this Proxy Statement and the reimbursement of
brokerage firms, banks and other nominees for their reasonable expenses in
forwarding proxy material to beneficial owners of the Company's stock. The
Company has retained Beacon Hill Partners, Inc. to assist in the solicitation of
proxies. They will be paid an aggregate fee for their services estimated to be
$2,500, and will be reimbursed for their out-of-pocket expenses. In addition to
solicitation by mail, certain directors, officers and regular employees of the
company may solicit Proxies by telephone, overnight delivery service, facsimile
or otherwise.
This Proxy Statement, the accompanying Proxy and the Company's 1998 Annual
Report are being first mailed to stockholders of the Company on or about May 11,
1999.
RECORD DATE AND VOTING SECURITIES
Only holders of record of the Class A Common Stock, par value $.01 per share
of the Company (the "Class A Common Stock"), and Class B Common Stock, par value
$.01 per share of the Company (the "Class B Common Stock", and together with the
Class A Common Stock, the "Common Stock"), at the close of business on April 30,
1999, (the "Record Date"), are entitled to notice of and to vote at the Meeting.
On the Record Date, the Company had outstanding (i) 4,255,193 shares of Class A
Common Stock, each of which is entitled to one vote, or a total of 4,255,193
votes, and (ii) 3,425,087 shares of Class B Common Stock, each of which is
entitled to ten votes, or a total of 34,250,870 votes. Accordingly, at the close
of business on the Record Date, 7,680,280 shares of Common Stock were
outstanding, representing a total of 38,506,063 votes.
The presence at the Meeting, in person or by proxy, of the holders of a
majority of the total voting power of the issued and outstanding shares of Class
A Common Stock and Class B Common Stock is necessary to constitute a quorum to
transact business. In the absence of a quorum at the Meeting, the Meeting may be
adjourned from time to time without notice, other than announcement at the
Meeting, until a quorum is present. If a quorum is present at the Meeting, the
Class II directors will be elected by a plurality of the votes cast either in
person or by Proxy at the Meeting. Ratification of the selection of KPMG LLP as
the Company's independent auditors for the 1999 fiscal year will require the
affirmative vote of the holders of Common Stock representing a majority of the
voting power of the shares of Common Stock present or represented by Proxies at
the Meeting.
All duly executed Proxies received prior to the Meeting and not revoked will
be voted in accordance with the directions specified thereon. If no direction
has been specified in a duly executed Proxy, the shares represented thereby will
be voted for the election of each of the nominees for Class II director
specified herein and for the proposal to ratify the selection of KPMG LLP as the
Company's independent auditors for the 1999 fiscal year. Shares represented by a
duly executed Proxy
1
<PAGE>
will be voted in the discretion of the persons named in the Proxy in connection
with any other matter that may properly come before the Meeting. The Company has
not received notice of any such other matter as required by the Company's
Amended and Restated By-Laws (the "By-Laws") in order to be presented at the
Meeting. A stockholder giving a Proxy may revoke it at any time before it is
voted at the Meeting by filing with the Secretary of the Company a written
notice of revocation, by signing and delivering to the Secretary of the Company
a Proxy bearing a later date or by voting in person at the Meeting. Attendance
at the Meeting will not in and of itself constitute revocation of a Proxy.
A stockholder who abstains from voting on any or all proposals will be
included in the number of stockholders present at the Meeting for the purpose of
determining the presence of a quorum. Abstentions will not be counted either in
favor of or against the election of nominees for directors or other proposals.
Under the rules of the National Association of Securities Dealers, brokers
holding stock for the accounts of their clients who have not been given specific
voting instructions as to a matter by their clients may vote their clients'
Proxies in their own discretion.
GENERAL
The Board currently consists of seven members. In accordance with the
Company's Amended and Restated Certificate of Incorporation (the "Certificate of
Incorporation"), the members of the Board are divided into three classes,
designated Class I, Class II and Class III, respectively, and are elected for a
term of office expiring at the third succeeding annual stockholders' meeting
following their election to office and until their successors are duly elected
and qualified. The Certificate of Incorporation also provides that each such
class shall consist, as nearly as may be possible, of one-third of the total
number of directors constituting the entire Board. The term of office of the
Class II directors expires at the Meeting. The Class III and I directors are
serving terms that expire at the annual meeting of stockholders in 2000 and
2001, respectively.
George R. Anderson and Frederick E. Webster, Jr., the Class II directors
whose terms are expiring at the Meeting, have been nominated by the Board for
re-election at the Meeting for a three-year term of office expiring at the
annual meeting of stockholders in 2002 and until their successors are duly
elected and qualified. Proxies may be voted for two directors.
In October of 1998, the Board of Directors accepted the written resignations
of Mark A. Gherardi, a Class I director, C. Thomas Oglesby, a Class II director
and John E. Keith, a Class III director. Messrs. Gherardi, Oglesby and Keith are
all senior officers of the Company. Concurrently, Jon M. Gregory, President and
Chief Operating Officer of the Quarries Division, was elected a Class III
director by the Board to fill the vacancy in the Class III directorship created
by Mr. Keith's resignation, and the size of the Board was reduced from nine to
seven.
The resignations of Messrs. Gherardi, Keith and Oglesby and the election of
Mr. Gregory reflect the Board's intention to increase the proportion of
non-employee directors on the Board, and to reduce the overall size of the
Board. As a result of these resignations and the actions described above, the
Board now consists of seven members, with three directors in Class III and two
directors in each of Class I and Class II.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ELECTION OF EACH OF
THE NOMINEES FOR CLASS II DIRECTORS. UNLESS OTHERWISE DIRECTED IN THE
ACCOMPANYING PROXY, THE PERSONS NAMED THEREIN WILL VOTE "FOR" THE ELECTION OF
EACH OF THE NOMINEES AS CLASS II DIRECTORS.
Stockholders may not cumulate their votes in the election of directors. The
two nominees receiving the highest number of affirmative votes will be elected
to the Board. Stockholders entitled to vote for the election of directors may
withhold authority to vote for any or all nominees for directors. If any nominee
becomes unavailable for any reason, then the shares represented by a Proxy will
be voted FOR the remainder of the listed nominees and for such other nominees as
may be designated by the
2
<PAGE>
Board as replacements for those who become unavailable. Discretionary authority
to do so is included in the Proxies.
The following table sets forth the names, ages and position with the Company
or its affiliates of the persons who have been nominated for election as Class
II directors and other current directors of the Company.
<TABLE>
<CAPTION>
NAME AGE TITLE
- -------------------------------------------------------- ----- ---------------------------------------------
<S> <C> <C>
NOMINEES FOR CLASS II DIRECTOR (FOR TERM EXPIRING AT
2002 ANNUAL MEETING)
George R. Anderson...................................... 59 Director
Frederick E. Webster, Jr. (1)........................... 61 Director
CONTINUING CLASS III DIRECTORS (TERM EXPIRES AT 2000
ANNUAL MEETING)
Jon M. Gregory.......................................... 49 President and Chief Operating
Officer/Quarries Division, Director
Richard C. Kimball...................................... 57 Chief Operating Officer/Memorials
Division, Vice Chairman of the Board
Kurt M. Swenson......................................... 53 President, Chief Executive
Officer, Chairman of the Board
CONTINUING CLASS I DIRECTORS (TERM EXPIRES AT 2001
ANNUAL MEETING)
James L. Fox (1)........................................ 47 Director
Charles M. Waite (1).................................... 66 Director
</TABLE>
- ------------------------
(1) Member of the Audit Committee and the Compensation Committee
Certain additional information concerning the directors and executive
officers of the Company is set forth below.
DIRECTORS
GEORGE R. ANDERSON has been a director of the Company since 1984. From 1984
until February 1999, Mr. Anderson was also Chief Financial Officer and Treasurer
and until April 1999 Mr. Anderson was Senior Vice President/Finance. Mr.
Anderson joined the Company in 1969 as the Chief Accountant and subsequently
held the position of Controller. He has been a director of the Barre Granite
Association and a trustee of the Granite Group Insurance Trust and the Barre
Belt Multi-Employer Pension Plan. Mr. Anderson's current term as a director of
the Company will expire at the Meeting.
JAMES L. FOX has been Executive Vice President and General Manager of First
Data Investor Services Group, a division of First Data Corporation since 1989.
Mr. Fox has been a director of the Company since October 1997. Mr. Fox's current
term as a director of the Company will expire in 2001.
RICHARD C. KIMBALL has been Chief Operating Officer/Memorials Division and
Vice Chairman of the Board since 1993 and a director of the Company since 1986.
Prior to joining the Company, Mr. Kimball served as a director, principal and
President of The Bigelow Company, Inc., a strategic
3
<PAGE>
planning and investment banking firm from 1972 until 1993. Mr. Kimball's current
term as a director of the Company will expire in 2000.
KURT M. SWENSON has been President, Chief Executive Officer and Chairman of
the Board of the Company since 1984. Prior to the Company's initial public
offering of Class A Common Stock (the "IPO"), Mr. Swenson had been the Chief
Executive Officer and a director of Swenson Granite Company, Inc. ("Swenson
Granite") since 1974, and currently serves as non-officer Chairman of the Board
of Swenson Granite Company LLC ("Swenson LLC"), a Delaware limited liability
company engaged in the granite curb and landscaping business. He is also a
director of the American Monument Association, the Funeral and Memorial
Information Council, the National Building Granite Quarries Association and
Group Polycor International. Mr. Swenson's current term as a director of the
Company will expire in 2000.
CHARLES M. WAITE has been a director of the Company since 1985. Since 1989,
Mr. Waite has been managing partner of Chowning Partners, a financial consulting
firm that provides consulting services to New England companies. Mr. Waite's
current term as a director will expire in 2001.
FREDERICK E. WEBSTER, JR., PH.D. has been a Professor of Management at the
Amos Tuck School of Business Administration of Dartmouth College since 1965. He
is also a management consultant and lecturer. Dr. Webster serves as a director
of Vermont Public Radio and the American Marketing Association. He is also
member of the Corporation of Mary Hitchcock Memorial Hospital. Mr. Webster has
been a director since October, 1997. Mr. Webster's current term as a director of
the Company will expire at the Meeting.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
JOHN L. FORNEY has been Chief Financial Officer and Treasurer of the Company
since February 1999. Prior to assuming that position and since 1996, Mr. Forney
was a Senior Vice President at Raymond James & Associates, Inc. From 1994 to
1996, Mr. Forney was a Vice President at Morgan Stanley & Co., Inc. Mr. Forney
is 37 years old.
MARK A. GHERARDI has been Senior Vice President/Manufacturing/Memorials
Division of the Company since March of 1999. From 1996 to March of 1999, Mr.
Gherardi was Senior Vice President/ Barre and Canada Manufacturing Operations of
the Company. Prior to 1996, Mr. Gherardi held various sales and production
positions over a 20-year period with Lawson Granite Company. Mr. Gherardi is 40
years old.
JOHN E. KEITH has been President/Memorials Division of the Company since
October 1997. Prior to that time and since 1989, Mr. Keith had been an owner of
and President of Keith Monument Company. From 1965 to 1989, Mr. Keith held
various officer positions with Keith Monument Company. Mr. Keith is 51 years
old.
BOARD ACTIONS; COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company met four times and acted by unanimous
written consent approximately four times in 1998. Each of the directors attended
all of the meetings of the Board and all of the meetings of the committees of
the Board on which they served.
The Board has three standing committees, the Audit Committee, the
Compensation Committee and the Acquisition Committee. The functions of these
committees and the number of meetings held during 1998 are described below.
The principal function of the Audit Committee, which consists of Messrs.
Fox, Waite and Webster, is to endeavor to assure the integrity and adequacy of
financial statements issued by the Company. The Audit Committee reviews the
systems, procedures and the activities of the public accounting firm performing
the external audit. The Audit Committee met twice as a committee during 1998.
4
<PAGE>
The principal function of the Compensation Committee, which consists of
Messrs. Fox, Waite and Webster, is to review periodically the suitability of,
and to make recommendations to the Board concerning, the remuneration
arrangements (including benefits) for the executive officers of the Company. The
Compensation Committee also administers, and makes grants of stock based awards
under, the Company's Amended and Restated 1994 Stock Plan, as amended through
October 26, 1998 (the "1994 Plan"). The Compensation Committee met twice as a
committee and acted by unanimous written consent six times during 1998.
The principal function of the Acquisition Committee, which consisted until
February 1, 1999 of Messrs. Anderson, Kimball and Swenson and after that date of
Messrs. Kimball and Swenson, is to review and approve acquisitions as necessary
between regular meetings of the Board. The Acquisition Committee acted by
unanimous written consent fourteen times in 1998.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 30, 1999, certain information
with respect to the beneficial ownership of the Common Stock by each (i)
director, (ii) executive officer and (iii) beneficial owner of more than 5% of
either class of the outstanding Common Stock known to the Company, based on
Securities and Exchange Commission filings and other available information, and
(iv) by all directors and executive officers of the Company as a group. The
Class B Common Stock is convertible on a share-for-share basis into Class A
Common Stock. The Class B Common Stock is entitled to ten votes per share and
the Class A Common Stock is entitled to one vote per share.
<TABLE>
<CAPTION>
PERCENT OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1) NUMBER CLASS NUMBER (2) CLASS (2)
- ----------------------------------------------------------------- ---------- ------------- ----------- -------------
SHARES OF CLASS B SHARES OF CLASS A
COMMON STOCK COMMON STOCK
BENEFICIALLY OWNED BENEFICIALLY OWNED
------------------------- --------------------------
<S> <C> <C> <C> <C>
Goldman Sachs Group LP(3)........................................ 507,700 13.0
85 Broad Street
New York, NY 10004
First Union Corporation(4)....................................... 383,700 9.9
One First Union Center
Charlotte, NC 28288-0137
Wellington Management Company(5)................................. 401,200 10.3
75 State Street
Boston, MA 02109
J.P. Morgan & Co., Incorporated(6)............................... 211,000 5.4
60 Wall Street
New York, NY 10260
G. Thomas Oglesby, Jr.(7)........................................ 263,441 7.0 293,441 6.2
Kurt M. Swenson(8)............................................... 1,023,489 27.1 1,130,989 20.6
Kevin C. Swenson(9).............................................. 1,023,489 27.1 1,023,489 18.7
Mark A. Gherardi(10)............................................. 307,573 8.2 307,573 6.5
Robert L. Pope(11)............................................... 231,375 6.1 231,375 4.9
Peter A. Friberg(12)............................................. 236,375 6.3 236,375 5.0
Richard C. Kimball............................................... 29,126 * 111,926 2.5
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
PERCENT OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1) NUMBER CLASS NUMBER (2) CLASS (2)
- ----------------------------------------------------------------- ---------- ------------- ----------- -------------
SHARES OF CLASS B SHARES OF CLASS A
COMMON STOCK COMMON STOCK
BENEFICIALLY OWNED BENEFICIALLY OWNED
------------------------- --------------------------
<S> <C> <C> <C> <C>
John E. Keith(13)................................................ 65,540 1.5
George R. Anderson(14)........................................... 15,000 * 65,000 1.5
Jon M. Gregory(15)............................................... 30,000 * 84,126 1.9
John L. Forney(16)............................................... * 15,000 *
Charles M. Waite................................................. 29,126 * 30,000 *
James L. Fox(17)................................................. 12,650 *
Frederick E. Webster, Jr.(18).................................... 11,650 *
All directors and executive officers as a group (10 persons)..... 1,434,314 38.0 1,834,454 31.1
</TABLE>
- ------------------------
Executive Officer and/or Director
* Less than 1%
(1) The business address of each director and executive officer of the Company
is c/o Rock of Ages Corporation, 772 Graniteville Road, Graniteville,
Vermont 05654.
(2) For each beneficial owner (and directors and executive officers as a group),
(i) the number of shares of Class A Common Stock listed includes (or is
comprised solely of) a number of shares equal to the number of shares of
Class B Common Stock, if any, listed as beneficially owned by such
beneficial owner(s) and (ii) the percentage of Class A Common Stock listed
assumes the conversion on April 30, 1999 of all shares of Class B Common
Stock, if any, listed as beneficially owned by such beneficial owner(s) into
Class A Common Stock and also that no other shares of Class B Common Stock
beneficially owned by others are so converted.
(3) According to an Amendment No. 1 to Schedule 13G dated February 14, 1999, the
shares listed are owned by Goldman Sachs Performance Partners, L.P. and
Goldman Sachs Performance Partners (Offshore), L.P., or are owned or may
deem to be beneficially owned by Goldman Sachs & Co., a registered broker or
dealer and investment advisor.
(4) According to a Schedule 13G dated February 11, 1999, the shares listed are
owned by certain subsidiaries of First Union Corporation which are either
investment advisors or hold the securities in a fiduciary capacity for their
respective customers.
(5) According to an Amendment No. 1 to Schedule 13G dated February 26, 1999,
Wellington Management Company LLP, in its capacity as an investment advisor,
may be deemed to be the beneficial owner of the listed shares which are held
of record for its clients.
(6) According to a Schedule 13G dated February 23, 1999, the shares listed are
owned by certain bank and investment advisor subsidiaries of J.P. Morgan &
Co. Incorporated.
(7) The 263,441 shares of Class B Common Stock listed are owned of record by
Missouri Red Quarries, Inc. ("Missouri Red"). Missouri Red is 100% owned by
G. Thomas Oglesby, Jr. who is its President and sole director. Includes
30,000 shares of Class A Common Stock subject to currently exercisable stock
options.
(8) Kurt M. Swenson is the brother of Kevin C. Swenson.
6
<PAGE>
(9) Kevin C. Swenson is the brother of Kurt M. Swenson.
(10) Includes 60,000 shares of Class B Common Stock subject to currently
exercisable stock options.
(11) Includes 60,000 shares of Class B Common Stock subject to currently
exercisable stock options.
(12) Includes 60,000 shares of Class B Common Stock subject to currently
exercisable stock options.
(13) Includes 25,000 shares of Class A Common Stock subject to currently
exercisable stock options.
(14) All 15,000 shares of Class B Common Stock listed are subject to currently
exercisable stock options.
(15) All 30,000 shares of Class B Common Stock listed are subject to currently
exercisable stock options.
(16) All 15,000 shares of Class A Common Stock listed are subject to currently
exercisable stock options.
(17) Includes 11,650 shares of Class A Common Stock subject to currently
exercisable stock options.
(18) All 11,650 shares of Class A Common Stock listed are subject to currently
exercisable stock options.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and holders of more than 10% of the
Common Stock and other equity securities of the Company to file with the
Securities and Exchange Commission (the "Commission") initial reports of
ownership and reports of changes in ownership of the Common Stock and other
equity securities of the Company. Based solely on a review of the copies of such
reports furnished to the Company during fiscal year ended December 31, 1998, the
Company believes all Section 16(a) filing requirements were satisfied.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table sets forth compensation and certain other information
with respect to the Chief Executive Officer of the Company and each of the four
other most highly compensated executive officers of the Company (the "Named
Executive Officers") for the year ended December 31, 1998.
7
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
SECURITIES ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS(#) COMPENSATION(1)
- -------------------------------------------------- --------- ---------- --------- ----------------- -----------------
ANNUAL COMPENSATION LONG-TERM
--------------------- COMPENSATION
-----------------
<S> <C> <C> <C> <C> <C>
Kurt M. Swenson................................... 1998 $ 310,320 $ 36,000 -0- $ 1,150
President, Chief Executive Officer, Chairman of
the Board
Richard C. Kimball................................ 1998 $ 210,360 $ 33,000 -0- $ 1,150
Chief Operating Officer/Memorials Division, Vice
Chairman of the Board
Jon M. Gregory.................................... 1998 $ 171,920 $ 22,000 -0- $ 1,150
President and Chief Operating Officer/ Quarries
Division, Director
John E. Keith..................................... 1998 $ 169,200 $ 17,500 -0- $ 1,150
President/Memorials Division
George R. Anderson................................ 1998 $ 166,320 $ 15,000 -0- $ 1,150
Director (2)
</TABLE>
- ------------------------
(1) In each case, represents a matching contribution under the Company's 401K
plan.
(2) Mr. Anderson resigned as Chief Financial Officer and Treasurer, effective
February 1, 1999 and resigned as Senior Vice President/Finance, effective
April 1, 1999.
STOCK OPTION GRANTS
No grants of stock options were made during the year ended December 31, 1998
by the Company to the Named Executive Officers.
The following table sets forth information concerning options to purchase
Class B Common Stock (except for John E. Keith who has options to purchase Class
A Common Stock) held by the Named Executive Officers on December 31, 1998. The
Class B Common Stock is convertible on a share-for-share basis into Class A
Common Stock. During 1998, no stock options were exercised by any of the Named
Executive Officers. The Company has not granted any stock appreciation rights.
8
<PAGE>
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------------------------------- ----------- ------------- ------------ -------------
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
DECEMBER 31, 1998 AT DECEMBER 31, 1998(1)
-------------------------- ---------------------------
<S> <C> <C> <C> <C>
Kurt M. Swenson.......................................... 107,500 5,000 $ 1,236,975 $ 50,650
Richard C. Kimball....................................... 82,500 5,000 988,200 52,550
George R. Anderson....................................... 65,000 10,000 750,150 105,100
Jon M. Gregory........................................... 55,000 20,000 611,550 210,200
John E. Keith............................................ 25,000 37,500 0 0
</TABLE>
- ------------------------
(1) These values are calculated using the $14 1/4 per share closing price of the
Class A Common Stock on the Nasdaq National Market on December 31, 1998.
PENSION PLANS
The Company maintains a qualified pension plan (the "Pension Plan"), and has
entered into non-qualified salary continuation agreements (the "Salary
Continuation Agreements") with certain officers of the Company, including the
Named Executive Officers listed in the table on the next succeeding page. The
Company's Pension Plan is noncontributory and provides benefits based upon
length of service and final average earnings. Generally, employees age 21 with
one year of continuous service are eligible to participate in the Pension Plan.
The annual pension benefits shown for the Pension Plan assume a participant
attains age 65 during 1999 and retires immediately. The Employee Retirement
Income Security Act of 1974 places limitations on the compensation used to
calculate pensions and on pensions which may be paid under federal income tax
qualified plans, and some of the amounts shown on the following table may exceed
the applicable limitations. Such limitations are not currently applicable to the
Salary Continuation Agreements.
The following table shows the total estimated annual retirement benefits
payable upon normal retirement under the Pension Plan for the Named Executive
Officers at the specified executive remuneration and years of continuous
service.
9
<PAGE>
PENSION PLAN TABLE
<TABLE>
<CAPTION>
FINAL AVERAGE
COMPENSATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ----------------------------------------------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$125,000............................................. $ 39,274 $ 52,365 $ 65,456 $ 78,547 $ 78,547
$150,000............................................. $ 47,524 $ 63,365 $ 79,206 $ 95,047 $ 95,047
$175,000............................................. $ 55,774 $ 74,365 $ 92,956 $ 111,547 $ 111,547
$200,000............................................. $ 64,024 $ 85,365 $ 106,706 $ 128,047 $ 128,047
$225,000............................................. $ 72,274 $ 96,365 $ 120,456 $ 144,547 $ 144,547
$250,000............................................. $ 80,524 $ 107,365 $ 134,206 $ 161,047 $ 161,047
$275,000............................................. $ 88,774 $ 118,365 $ 147,956 $ 177,547 $ 177,547
$300,000............................................. $ 97,024 $ 129,365 $ 161,706 $ 194,047 $ 194,047
$325,000............................................. $ 105,274 $ 140,365 $ 175,456 $ 210,547 $ 210,547
$350,000............................................. $ 113,524 $ 151,365 $ 189,206 $ 227,047 $ 227,047
</TABLE>
These calculations are based on the retirement formula in effect as of
December 31, 1998, which provides an annual life annuity at age 65 equal to 1.8%
of a participant's final five-year average compensation (excluding bonus) plus
.4% of a participant's final five-year average compensation in excess of social
security covered compensation times years of service to a maximum of 30 years.
The benefits listed in the table above are not subject to any deduction for
Social Security or other offset amount. Estimated years of continuous service
for each of the Named Executive Officers, as of December 31, 1998 and rounded to
the full year, are: Mr. Anderson, 30 years; Mr. Gregory, 23 years; Mr. Keith, 1
year; Mr. Kimball, 6 years; and Mr. Swenson, 15 years.
In addition, the Company's Salary Continuation Agreements provide for
supplemental pension benefits to certain officers of the Company, including the
Named Executive Officers listed in the table below. The following table sets
forth the supplemental pension benefits for the specified Named Executive
Officers under their respective Salary Continuation Agreements.
<TABLE>
<CAPTION>
ANNUAL
TOTAL YEARS RETIREMENT
ANNUAL BASE OF SERVICE BENEFIT
NAME COMPENSATION AT AGE 65 AT AGE 65
- -------------------------------------------------------------------------- ------------- --------------- -----------
<S> <C> <C> <C>
K. Swenson................................................................ $ 310,320 26 92,165
R. Kimball................................................................ $ 210,360 12 27,347
J. Gregory................................................................ $ 171,920 39 41,261
G. Anderson............................................................... $ 166,320 35 35,925
</TABLE>
These calculations are based on individual Salary Continuation Agreements,
which provide a 100% joint and survivor annuity at age 65 equal to a percentage,
ranging from .6% to 1.1%, of a participant's highest annual base compensation
times full years of service. The percentage range has been determined by the
Board of Directors. There are no compensation increases assumed in these
calculations.
10
<PAGE>
COMPENSATION COMMITTEE REPORT
OVERALL POLICY
The Company's compensation of its executives is designed to link
compensation to performance. The objectives of this strategy are to attract and
retain the best possible executives, to motivate them to achieve the Company's
business goals and to provide a compensation package that recognizes individual
contributions as well as overall business results, both short term and long
term.
The Compensation Committee determines the compensation of the individuals
whose compensation is detailed in this Proxy Statement (including in the Summary
Compensation Table) and the Company's other executive officers.
The key elements of the Company's executive compensation consist of base
salary, annual bonus and stock options. In addition, although the elements of
compensation described below are considered separately, the Compensation
Committee takes into account the full compensation package afforded by the
Company to the individual, including pension benefits, insurance and other
benefits, as well as the specific elements described below.
BASE SALARIES
The base salaries of the Company's executives for 1998 were determined by
the Compensation Committee. In determining such base salaries the Compensation
Committee considered historical salaries paid by the Company to officers having
similar duties and responsibilities and salaries paid to similar executives by
publicly held companies in the death care industry. There was no change in Mr.
Swenson's base salary between 1997 and 1998.
ANNUAL PERFORMANCE BONUS
The Company's executive officers are eligible for an annual cash performance
bonus. In 1998, the Compensation Committee recommended the establishment of a
bonus pool for the Company's officers in respect of 1998 earnings. Based on this
recommendation, the Board of Directors implemented a bonus pool for the
Company's officers in respect of 1998 earnings in an amount equal to
approximately 2% of the Company's 1998 earnings before interest and taxes,
subject to elimination or reduction as necessary for the Company to achieve
(after giving effect to all bonuses) a specified minimum 1998 earnings per fully
diluted share of Common Stock. Allocation of the bonus pool among the
participants therein was determined by the Compensation Committee. Such
determination took into account each individual's responsibilities and relative
experience, contribution to the Company's growth and implementation of its
strategic plan, and financial performance of the relevant business units for
executives with responsibility for such units.
Mr. Swenson received a bonus for 1998 determined by the Compensation
Committee, based on substantially the same factors as described above with
respect to allocation of the bonus pool, and which were intended to be
commensurate with the bonuses received by the Company's most senior executives
under the bonus pool arrangement described above consistent with past practice.
STOCK OPTIONS
Under the 1994 Plan, stock options may be granted to the Company's
executives by the Compensation Committee. In general, the guidelines for the
grant and size of stock option awards are based on factors similar to those used
to determine base salaries and annual bonus. Stock options are typically granted
with an exercise price equal to the market price of the Common Stock on the date
of grant and vest over time. This approach is designed to encourage the creation
of stockholder value over the long term since the full benefit of such options
cannot be realized unless stock price appreciation occurs over time. No stock
option grants were made in 1998 to any of the Named Executive Officers as
11
<PAGE>
part of their compensation package for 1998. Stock options were granted to two
officers who joined the Company in 1998 and various principals of acquired
retailers.
CONCLUSION
Through the programs described above, a significant portion of the Company's
executive compensation is linked directly to corporate performance. The
Compensation Committee intends to continue the policy of linking executive
compensation to corporate performance, recognizing that the ups and downs of the
business cycle from time to time may result in an imbalance for a particular
period. In 1998, the Compensation Committee began a comprehensive review (which
is still in progress) of the compensation program for officers to more directly
link compensation to corporate performance.
COMPENSATION COMMITTEE
James L. Fox
Charles M. Waite (Chairman)
Frederick E. Webster, Jr.
12
<PAGE>
COMPENSATION OF DIRECTORS
Directors who are not also officers of the Company are paid annual
directors' retainers of $5,000, and $250 for each meeting of the Board,
including committee meetings. Directors are also eligible for stock option
grants under the 1994 Plan.
EMPLOYMENT AGREEMENTS
The Company has an employment agreement with Kurt M. Swenson (the "Swenson
Employment Agreement") for retention of his services as President and Chief
Executive Officer of the Company. The term of the Swenson Employment Agreement
commenced on October 24, 1997, the date of consummation of the IPO (the
"Commencement Date"), and continues until the fifth anniversary thereof,
provided that on the third and each subsequent anniversary of the Commencement
Date such term will automatically be extended for one additional year, unless,
not later than ninety days prior to the expiration of the term, the Company or
Mr. Swenson gives notice that the term will not be extended. The Swenson
Employment Agreement provides for continued payment of salary and benefits over
the remainder of the term if Mr. Swenson's employment is terminated by the
Company without Cause (as defined in the Swenson Employment Agreement) or as a
result of death or disability or by Mr. Swenson for Good Reason (as defined in
the Swenson Employment Agreement). The Swenson Employment Agreement also
provides for a lump sum payment to Mr. Swenson equal to the sum of (i) accrued
but unpaid salary, and a prorated bonus amount equal to the greater of the
largest annual bonus paid to Mr. Swenson during the prior three years and the
annual bonus payable in respect of the most recently completed fiscal year (the
"Highest Annual Bonus"), through the date of termination and (ii) three times
the sum of (A) his then annual salary and (B) Highest Annual Bonus, and for
continuation of benefits for three years, if Mr. Swenson's employment is
terminated by the Company (other than for Cause, death or disability) during the
twelve-month period following, or prior to but in connection with, or by Mr.
Swenson during the twelve-month period following, a Change in Control (as
defined in the Swenson Employment Agreement). In the event of a termination
related to a Change in Control, Mr. Swenson may elect in lieu of the lump sum
payment described above, to receive in a lump sum or over the then remaining
term of the Swenson Employment Agreement, an amount equal to the total amount he
would have been entitled to receive if his employment had been terminated by the
Company without Cause or by Mr. Swenson for Good Reason. If any payment or
distribution by the Company to or for the benefit of Mr. Swenson under the
Swenson Employment Agreement would be subject to the excise tax imposed by
Section 4999 of the Code or any interest or penalties are incurred by Mr.
Swenson with respect to such excise tax, then Mr. Swenson will generally be
entitled to receive an additional payment such that after payment by Mr. Swenson
of all taxes, Mr. Swenson retains an amount of the additional payment equal to
the excise tax imposed.
The Company also has employment agreements with each of the other Named
Executive Officers (such employment agreements being referred to collectively as
the "Other Employment Agreements"), each of which provides for an initial
five-year employment term commencing on October 24, 1997, the date of
consummation of the IPO. The Other Employment Agreements provide for benefits of
the type generally provided to key executives of the Company, and for continued
payment of salary and benefits over the remainder of the term if the employee's
employment is terminated by the Company without Cause (as defined in the Other
Employment Agreements). The Other Employment Agreements or related undertakings
generally prohibit the employee from competing with the Company during the term
of employment and for two years thereafter, and contain customary
confidentiality provisions in favor of the Company. As noted above, George R.
Anderson resigned as the Company's Chief Financial Officer and Treasurer,
effective February 1, 1999 and as a Senior Vice President/Finance, effective
April 1, 1999.
13
<PAGE>
COMPARATIVE STOCKHOLDER RETURN
The following graph compares on a cumulative basis the percentage change
during the period from October 21, 1997 to December 31, 1998, in the total
stockholder return on (i) the Class A Common Stock of the Company, (ii) the
Russell 2000 Stock Price Index, (iii) the S&P 500 Index and (iv) an industry
peer group index of the following seven publicly traded companies: Carriage
Services Inc., Hillenbrand Industries, Loewen Group, Inc., Matthews
International Corp., Service Corp. International, Stewart Enterprises, Inc. and
York Group Inc. (the "Industry Peer Group"). The graph assumes that the value of
the investment in the Company's Class A Common Stock and in each index was $100
on October 21, 1997 and that all dividends were reinvested. The returns for each
company in the Industry Peer Group are weighted according to its stock market
capitalization at the beginning of each period for which a return is indicated.
The Company no longer includes Equity Corp. International ("ECI") in its
Industry Peer Group since ECI was acquired by Service Corp. International and is
therefore no longer a separately traded public company.
The Company has added the Russell 2000 Index to the comparative stockholder
return information this year because of the fact that the Company is much
smaller than those companies in the S&P 500 and more comparable in size to the
companies that make up the Russell 2000 Index. The Company currently intends to
eliminate the S&P 500 Index for comparison purposes beginning in 2000.
14
<PAGE>
COMPARISON OF STOCKHOLDER TOTAL RETURN AMONG ROCK OF AGES
CORPORATION, THE RUSSELL 2000 INDEX
THE S&P 500 INDEX, AND AN INDUSTRY PEER GROUP
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
ROCK OF AGES RUSSELL 2000 INDUSTRY
CORPORATION S&P 500 INDEX INDEX PEER GROUP
<S> <C> <C> <C> <C>
10/21/97 $100.00 $100.00 $100.00 $100.00
12/31/97 $73.37 $100.17 $96.29 $111.38
12/31/98 $68.56 $126.88 $92.97 $109.55
</TABLE>
<TABLE>
<CAPTION>
COMPARISON OF
STOCKHOLDER RETURNS
10/21/97 12/31/97 12/31/98
----------- ----------- -----------
<S> <C> <C> <C>
Rock of Ages Corporation............................................................ 100 73.37 68.56
S&P 500 Index....................................................................... 100 100.17 126.88
Russell 2000 Index.................................................................. 100 96.29 92.97
Industry Peer Group................................................................. 100 111.38 109.55
</TABLE>
The above data is based upon the closing price of the Class A Common Stock
on December 31, 1998 of $14.25 per share.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with and prior to the Company's IPO, the Company effected a
reorganization whereby, among other things, the Company's then parent
corporation Swenson Granite Company, Inc. ("Swenson Granite") was merged with
and into the Company, with the Company as the surviving corporation, and,
immediately prior to such merger, Swenson Granite distributed its curb and
landscaping business to its stockholders through a pro rata distribution of all
of the member interests in a newly formed limited liability company named
Swenson Granite Company LLC ("Swenson LLC"). Kurt M. Swenson, the Company's
Chairman, President and Chief Executive Officer, and his brother Kevin C.
Swenson, each own approximately 30.3% of Swenson Granite LLC. Certain other
executive officers and directors of the Company collectively own approximately
9% of Swenson LLC. Kurt M. Swenson serves as a non-officer Chairman of the Board
of Swenson LLC, but has no involvement with its day-to-day operations. Robert
Pope, a holder of more than five percent of the Class B Common Stock, is the
President and Chief Executive Officer, and owns approximately 5% of Swenson LLC.
Neither Kurt M. Swenson nor any other officer of the Company, receives salary,
bonus, expenses or
15
<PAGE>
other compensation from Swenson LLC, except for any pro rata share of earnings
attributable to their ownership interest in Swenson LLC.
Swenson LLC owns two granite quarries, one in Concord, New Hampshire and
another in Woodbury, Vermont. Both have been owned by Swenson LLC (or its
predecessor Swenson Granite) for more than 40 years. The Company purchases
Woodbury granite from Swenson LLC at the same price Swenson LLC charges its
landscape manufacturing operations. Because of the proximity of the Woodbury
quarry to Barre, Vermont, the Company provides, and may continue to provide,
certain maintenance services and equipment to the Woodbury quarry. Both the
Company and Swenson LLC have the right to terminate these services at any time
and the Company has no obligation to purchase or continue to purchase Woodbury
granite from Swenson LLC. The Company also purchases Concord blocks from Swenson
LLC at market prices. The Company's purchases of granite provided by Swenson LLC
in 1998 were approximately $579,000. The Company believes these arrangements
with Swenson LLC are as favorable, or more favorable, to the Company than would
be available from an unrelated party for comparable granite blocks.
In connection with the Keystone acquisition in 1997, the Company entered
into Supply Agreements with Missouri Red and its subsidiary KGCI. G. Thomas
Oglesby, Jr. is the sole owner of Missouri Red and the trustee of a trust for
the benefit of his mother and others which hold 100% of KGCI. G. Thomas Oglesby,
Jr. is an officer of the Company. The Company believes the terms and conditions
of the Supply Agreements are as favorable to the Company as would be available
from unrelated suppliers. In 1998, the Company's purchases from Missouri Red
were approximately $790,000.
In connection with the acquisition of Keith Monument in 1997, the Company
entered into a five year triple net lease agreement with John E. Keith, who is
an executive officer of the Company, and Mr. Keith's nephew, for office
buildings and retail locations. The lease provides for, and in 1998 the Company
paid, annual rental payments of $120,000.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board has selected KPMG LLP as the Company's independent auditors for
the fiscal year 1999, and has further directed that management submit the
selection of the independent auditors for ratification by the stockholders at
the Meeting. KPMG LLP has audited the Company's financial statements since 1990.
Representatives of KPMG LLP are expected to be present at the Meeting and will
have an opportunity to make a statement if they so desire, and will be available
to respond to appropriate questions.
Stockholder ratification of the selection of KPMG LLP as the Company's
independent auditors is not required by the By-Laws, or otherwise. In the event
the Company's stockholders fail to ratify the selection, the Board will
reconsider whether to retain that firm. Even if the selection is ratified, the
Board, in its discretion may direct the appointment of a different auditing firm
at any time during the year if the Board feels that such a change would be in
the best interests of the Company and its stockholders. The affirmative vote of
the holders of Common Stock representing a majority of the voting power of the
shares of Common Stock present or represented by Proxies at the Meeting will be
required to ratify the selection of KPMG LLP.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE
SELECTION OF KPMG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL
1999. UNLESS OTHERWISE DIRECTED IN THE ACCOMPANYING PROXY, THE PERSONS NAMED
THEREIN WILL VOTE "FOR" SUCH RATIFICATION.
16
<PAGE>
OTHER MATTERS
Management of the Company has no knowledge of any other matters which may
come before the Meeting and does not itself intend to present any such other
matters. However, if any such other matters shall properly come before the
Meeting or any adjournment thereof, the persons named as proxies will have
discretionary authority to vote the shares represented by the accompanying
Proxies in accordance with their best judgment with respect to any such other
matters which may come before the Meeting to the extent permitted by the
applicable rules of the Commission.
STOCKHOLDER PROPOSALS
Under the rules and regulations of the Commission, proposals of stockholders
intended to be presented in the Company's proxy statement and forms of proxy for
the Company's 2000 Annual Meeting of Stockholders must be received by the
Company at its principal executive offices no later than January 12, 2000 to be
considered for inclusion in the Company's proxy statement and proxy cards for
that meeting.
Under the By-Laws, proposals of stockholders intended to be submitted for a
formal vote (other than proposals to be included in the Company's proxy
statement and forms of proxy) at the Company's 2000 Annual Meeting of
Stockholders may be made only by a stockholder of record who has given notice of
the proposal to the Secretary of the Company at its principal executive offices
no earlier than February 19, 2000 and not later than March 20, 2000. The notice
must contain certain information as specified in the By-Laws. Any such proposal
received after March 20, 2000 will not be considered "timely" under the federal
proxy rules for purposes of determining whether the Company may use
discretionary authority to vote on such proposal.
By Order of the Board of Directors
John R. Monson
Secretary
Graniteville, Vermont
May 11, 1999
17
<PAGE>
--------------------------------------------------------------------------
8888 CLASS A COMMON STOCK
--------------------------------------------------------------------------
ROCK OF AGES CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - JUNE 18, 1999
The undersigned hereby appoints each of Kurt M. Swenson and Richard C.
Kimball as proxies, each with the full power to appoint a substitute, to
represent and to vote, as designated on the reverse side, all shares of Class
A Common Stock of Rock of Ages Corporation, a Delaware corporation (the
"Company"), the undersigned may be entitled to vote, with all powers the
undersigned would possess if personally present, at the Annual Meeting of
Stockholders to be held on June 18, 1999 and any adjournment or postponement
thereof (the "Meeting"). In their discretion, such proxies are authorized to
vote upon such other business as may properly come before the Meeting, the
election of an alternative person to serve as a director if for any reason
either of George R. Anderson or Frederick E. Webster, Jr. is unable to or
will not serve, and matters incident to the conduct of the Meeting. This
proxy revokes all prior proxies given by the undersigned.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF GEORGE R. ANDERSON AND FREDERICK E.
WEBSTER, JR. AS DIRECTORS AND FOR RATIFICATION OF THE SELECTION OF KPMG LLP
AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL 1999. ADDITIONALLY,
THIS PROXY WILL BE VOTED IN THE DISCRETION OF THE PROXIES NAMED ABOVE UPON
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING, THE ELECTION OF
AN ALTERNATIVE PERSON TO SERVE AS A DIRECTOR IF FOR ANY REASON EITHER OF
GEORGE R. ANDERSON OR FREDERICK E. WEBSTER, JR. IS UNABLE TO OR WILL NOT
SERVE, AND MATTERS INCIDENT TO THE CONDUCT OF THE MEETING. THE UNDERSIGNED
ACKNOWLEDGES RECEIPT OF THE COMPANY'S DEFINITIVE PROXY STATEMENT IN
CONNECTION WITH THE MEETING, THE RELATED NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS AND THE COMPANY'S 1998 ANNUAL REPORT.
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
ROCK OF AGES CORPORATION
JUNE 18, 1999
------------------------------------
CLASS A COMMON STOCK
------------------------------------
PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
<PAGE>
<TABLE>
<S> <C>
/X/ Please mark your
votes as indicated in
this example.
FOR all WITHHOLD
nominees listed AUTHORITY to
at right vote for all The Company recommends a vote FOR the election of
(except as nominees George R. Anderson and Frederick E. Webster, Jr.
marked to the listed as directors and FOR the ratification of the
the contrary) at right selection of KPMG LLP as the independent auditors
of the Company for fiscal 1999.
FOR AGAINST ABSTAIN
1 Election of NOMINEES: George R. Anderson 2 Ratification of the
Directors duly / / / / Frederick E. Webster, Jr. selection of KPMG / / / / / /
nominated LLP as the independent
auditors of the Company
(INSTRUCTION: To withhold authority to vote for for fiscal 1999.
any individual nominee, write that nominee's
name in the space provided below.) Please mark, date and sign your name as it
appears on the proxy card and return it in
______________________________________________ the enclosed envelope.
(Signature) ____________________ (Signature) ____________________ (Title or Authority) ___________________ Dated: ___________, 1999
NOTE: Please mark, date and sign your name as it appears on the proxy card and return it in the enclosed envelope. Please sign
exactly as your name appears hereon. If shares are held by two or more holders, each holder should sign. If shares are held in
more than one capacity this proxy will be deemed valid for all shares held in all capacities. When signing as attorney, executor,
administrator, trustee or guardian, please give full title. If a corporation, please sign in full corporate name by Chairman of
the Board, President, Secretary, Treasurer, or other duly authorized officer. If a partnership, please sign in partnership name by
authorized person.
</TABLE>
<PAGE>
--------------------------------------------------------------------------
8888 CLASS B COMMON STOCK
--------------------------------------------------------------------------
ROCK OF AGES CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - JUNE 18, 1999
The undersigned hereby appoints each of Kurt M. Swenson and Richard C.
Kimball as proxies, each with the full power to appoint a substitute, to
represent and to vote, as designated on the reverse side, all shares of Class
B Common Stock of Rock of Ages Corporation, a Delaware corporation (the
"Company"), the undersigned may be entitled to vote, with all powers the
undersigned would possess if personally present, at the Annual Meeting of
Stockholders to be held on June 18, 1999 and any adjournment or postponement
thereof (the "Meeting"). In their discretion, such proxies are authorized to
vote upon such other business as may properly come before the Meeting, the
election of an alternative person to serve as a director if for any reason
either of George R. Anderson or Frederick E. Webster, Jr. is unable to or
will not serve, and matters incident to the conduct of the Meeting. This
proxy revokes all prior proxies given by the undersigned.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF GEORGE R. ANDERSON AND FREDERICK E.
WEBSTER, JR. AS DIRECTORS AND FOR RATIFICATION OF THE SELECTION OF KPMG LLP
AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL 1999. ADDITIONALLY,
THIS PROXY WILL BE VOTED IN THE DISCRETION OF THE PROXIES NAMED ABOVE UPON
SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING, THE ELECTION OF
AN ALTERNATIVE PERSON TO SERVE AS A DIRECTOR IF FOR ANY REASON EITHER OF
GEORGE R. ANDERSON OR FREDERICK E. WEBSTER, JR. IS UNABLE TO OR WILL NOT
SERVE, AND MATTERS INCIDENT TO THE CONDUCT OF THE MEETING. THE UNDERSIGNED
ACKNOWLEDGES RECEIPT OF THE COMPANY'S DEFINITIVE PROXY STATEMENT IN
CONNECTION WITH THE MEETING, THE RELATED NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS AND THE COMPANY'S 1998 ANNUAL REPORT.
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
ROCK OF AGES CORPORATION
JUNE 18, 1999
------------------------------------
CLASS B COMMON STOCK
------------------------------------
PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
<PAGE>
<TABLE>
<S> <C>
/X/ Please mark your
votes as indicated in
this example.
FOR all WITHHOLD
nominees listed AUTHORITY to
at right vote for all
(except as nominees
marked to the listed
the contrary) at right
FOR AGAINST ABSTAIN
1 Election of NOMINEES: George R. Anderson 2 Ratification of the
Directors duly / / / / Frederick E. Webster, Jr. selection of KPMG / / / / / /
nominated LLP as the independent
auditors of the Company
(INSTRUCTION: To withhold authority to vote for for fiscal 1999.
any individual nominee, write that nominee's
name in the space provided below.) Please mark, date and sign your name as it
appears on the proxy card and return it in
______________________________________________ the enclosed envelope.
(Signature) ____________________ (Signature) ____________________ (Title or Authority) ___________________ Dated: ___________, 1999
NOTE: Please mark, date and sign your name as it appears on the proxy card and return it in the enclosed envelope. Please sign
exactly as your name appears hereon. If shares are held by two or more holders, each holder should sign. If shares are held in
more than one capacity this proxy will be deemed valid for all shares held in all capacities. When signing as attorney, executor,
administrator, trustee or guardian, please give full title. If a corporation, please sign in full corporate name by Chairman of
the Board, President, Secretary, Treasurer, or other duly authorized officer. If a partnership, please sign in partnership name by
authorized person.
</TABLE>
