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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. 3)*
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
February 25, 1999 and March 1, 2000
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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, individually and as the sole trustee of the Kurt
M. Swenson Revocable Trust of 2000
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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 1,131,500
SHARES _____________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH _____________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,131,500
WITH _____________________________________
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,131,500
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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
21.2%
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14. TYPE OF REPORTING PERSON (See Instructions)
IN, OO
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Note: This Amendment No. 3 ("Amendment No. 3") to Schedule
13D amends to the extent set forth herein Items 3,
4, 5, 6 and 7 of a Statement on Schedule 13D dated
October 23, 1997 (the "Initial Schedule 13D"), as
amended by Amendment No. 1 dated February 12, 1999
("Amendment No. 1") and as amended and restated in
its entirety by Amendment No. 2 dated September 1,
1999 ("Amendment No. 2")(the Initial Schedule 13D,
together with Amendment No. 1 and Amendment No. 2,
the "Existing Schedule 13D"), filed on behalf of
Kurt M. Swenson, relating to the Class A Common
Stock of Rock of Ages Corporation, a Delaware
corporation (the "Company"). This Amendment No. 3
is being filed on behalf of Kurt M. Swenson,
individually and as trustee of the Kurt M. Swenson
Revocable Trust of 2000 (the "Swenson Trust"), to
report Mr. Swenson's purchase, in his individual
capacity, of 9,000 shares of the Company's Class A
Common Stock in market transactions and the transfer
of 129,000 shares of the Company's Class A Common
Stock and 1,000,000 shares of the Company's Class B
Common Stock to the Swenson Trust. Pursuant to Rule
12b-15 under the Securities Exchange Act of 1934, as
amended, this Amendment No. 3 sets forth the
complete text of each of Items 3, 4, 5, 6 and 7 of
the Existing Schedule 13D, as amended by this
Amendment No. 3. Unless otherwise indicated, all
capitalized terms used but not otherwise defined
herein shall have the respective meanings ascribed
to them in Amendment No. 2.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
Item 3 is hereby amended in its entirety to read as follows:
Mr. Swenson acquired 1,061,489 shares of Class B Common Stock pursuant
to the merger on October 23, 1997 of Swenson Granite Company, Inc.
("Swenson Granite") with and into the Company (the "Swenson Merger"),
pursuant to the Agreement and Plan of Merger and Reorganization, dated as
of August 13, 1997, by and among the Company, Swenson Granite, Kurt M.
Swenson and Kevin C. Swenson (the "Swenson Merger Agreement"). In the
Swenson Merger, each outstanding share of common stock of Swenson Granite
("Swenson Common Stock") was converted into 1,618.123 shares of Class B
Common Stock. Mr. Swenson held 656 shares of Swenson Common Stock
immediately prior to the consummation of the Swenson Merger, and,
accordingly, received 1,061,489 shares of Class B Common Stock upon the
consummation thereof. Mr. Swenson did not provide any other consideration
in connection with his acquisition of shares of Class B Common Stock
pursuant to the Swenson Merger. See Item 4 below, the first paragraph of
which is incorporated herein by reference.
Immediately upon receipt of such 1,061,489 shares of Class B Common
Stock pursuant to the Swenson Merger, Mr. Swenson gifted 18,750 shares of
Class B Common Stock (the "Initial Trust Shares") to an irrevocable trust
for the benefit of his children, divided equally between two sub- trusts
thereof. On December 31, 1997 and August 26, 1999, respectively, Mr.
Swenson gifted an additional 19,250 and 23,489 shares, respectively (the
"Additional Trust Shares" and together with the Initial Trust Shares, the
"Aggregate Trust Shares"), of Class B Common Stock to the above-mentioned
sub- trusts, divided substantially equally between such sub-trusts. Mr.
Swenson has no voting or dispositive power with respect to the 61,489
Aggregate Trust Shares and he disclaims beneficial ownership of any of such
Aggregate Trust Shares.
On January 29, 1999, Mr. Swenson exercised options to purchase 107,500
shares of Class B Common Stock (the "Option Shares") granted to Mr. Swenson
pursuant to the Company's Amended and Restated 1994 Stock Plan (the "Stock
Plan"). Mr. Swenson borrowed the aggregate $294,900 exercise price of such
options pursuant to a brokerage margin account with PaineWebber (the
"PaineWebber Account"). Such 107,500 shares of Class B Common Stock
acquired upon such exercise were converted into an equal number of shares
of Class A Common Stock, and were pledged to secure the aforesaid
borrowings in accordance with the terms of the PaineWebber Account. In
April 1999, Mr. Swenson paid in full such borrowings and all interest
thereon from personal funds.
Between August 12 and August 26, 1999, Mr. Swenson purchased through,
with cash on hand in, the PaineWebber Account, 12,500 shares of Class A
Common Stock in market transactions at prices between $7 3/4 and $8 1/8 per
share.
Options to purchase 2,500 shares of Class B Common Stock held by Mr.
Swenson vested on December 31, 1999 and are currently exercisable.
On November 23, 1999 and November 29, 1999, Mr. Swenson purchased
through, and with cash on hand in, the PaineWebber Account 9,000 shares of
the Company's Class A Common Stock in market transactions at prices between
$6 and $6 1/4 per share.
On February 25, 2000, Mr. Swenson transferred all 129,000 shares of
the Company's Class A Common Stock owned by him to the Swenson Trust. On
March 1, 2000, Mr. Swenson transferred all 1,000,000 shares of the
Company's Class B Common Stock owned by him to the Swenson Trust (such
Class A Common Stock and Class B Common Stock transferred to and held by
the Swenson Trust, being referred to collectively herein as the "Aggregate
Swenson Trust Shares"). The Swenson Trust is a revocable trust for the
benefit of Mr. Swenson, and, as contingent beneficiaries, his immediate
family members. The Swenson Trust is a Permitted Transferee under the
Company's Amended and Restated Certificate of Incorporation, and
accordingly, the 1,000,000 shares of Class B Common Stock transferred to
and held by the Swenson Trust continue to be shares of Class B Common
Stock.
Item 4. Purpose of the Transaction.
---------------------------
Item 4 is hereby amended in its entirety to read as follows:
The Swenson Merger was effected as part of a reorganization prior to
the Company's initial public offering of its Class A Common Stock (the
"Offering") which was consummated on October 24, 1997. Prior to the Swenson
Merger, Swenson Granite held approximately 93% of the Class B Common Stock.
Pursuant to the Merger Agreement, upon consummation of the Swenson Merger,
all of such shares of Class B Common Stock held by Swenson Granite were
cancelled.
The gifts of the Aggregate Trust Shares and transfer of the Aggregate
Swenson Trust Shares as described in Item 3 above were made for estate
planning purposes.
Mr. Swenson acquired the Option Shares in January 1999 as
described in Item 3 above to increase his ownership position
in the Company in a tax-efficient manner.
Mr. Swenson purchased the 12,500 and 9,000 shares of Class A Common
Stock as described in Item 3 above because he viewed such shares as an
attractive investment at the prices at which such purchases were made.
With the exception of gifts of shares of the Company's Common Stock
from time to time to his family and sales of shares of the Company's Common
Stock, if required, to meet currently unforeseen and unanticipated cash
requirements for taxes and other expenses, Mr. Swenson intends to continue
to hold for investment purposes the shares of the Company's Common Stock
beneficially owned by him individually and as trustee of the Swenson Trust.
Mr. Swenson may from time to time exercise options granted to him pursuant
to the Stock 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 shares of
Class A Common Stock into which such shares of Class B Common Stock may be
converted), or other shares of 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.
Mr. Swenson intends to review closely his investment in the Company on
a continuing basis, and may acquire additional shares of Common Stock
through market purchases, in privately negotiated transactions or
otherwise, including possibly through Swenson Granite LLC, a privately held
limited liability company in which Mr. Swenson and his brother own
controlling member interests. Any such acquisition will depend upon, among
other things, the availability of shares of Common Stock for purchase at
attractive price levels; Mr. Swenson's continuing evaluation of the
Company's business, financial condition, operations and prospects; general
market, economic and other conditions; the relative attractiveness of
alternative business and investment opportunities; the availability of
financing; and other factors which Mr. Swenson may deem relevant.
Subject to the foregoing, Mr. Swenson does not have any plans or
proposals with respect to his investment in the Company which relate to or
would result in any of the transactions described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 is hereby amended in its entirety to read as follows:
(a) As of the date of this Amendment No. 3, by virtue of his ownership
(i) in his capacity as sole trustee of the Swenson Trust, of 129,000 shares
of the Company's Class A Common Stock and 1,000,000 shares of the Company's
Class B Common Stock and (ii) in his individual capacity, his beneficial
ownership of 2,500 shares of Class B Common Stock, Mr. Swenson beneficially
owned 1,131,500 shares of the Company's Class A Common Stock. Such
1,131,500 shares of the Company's Class A Common Stock (assuming the
conversion of all such 1,000,000 shares of Class B Common Stock into Class
A Common Stock) represented approximately 21.2% of the total number of
shares of the Company's Class A Common Stock outstanding as of the date of
this Amendment No. 3 (plus the 1,000,000 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 the Company's Class A Common Stock
outstanding on December 31, 1999, as advised by the Company to Mr. Swenson.
(b) Kurt M. Swenson, as the sole trustee of the Swenson Trust, has the
sole power to vote or to direct the vote and sole power to dispose or to
direct the disposition of the 1,000,000 shares of the Company's 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) and the 129,000 shares of the Company's Class A Common Stock
held by the Swenson Trust and beneficially owned by him.
(c) The information contained in Item 3, Paragraphs 3, 4 and 5 is
incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
-------------------------------------------------------
In August 1997, in connection with the Offering, Mr. Swenson entered
into a lock-up agreement (the "Lock-Up Agreement") with Raymond James &
Associates, Inc., the lead underwriter for the Offering, pursuant to which
Mr. Swenson agreed not to, without the prior written consent of Raymond
James & Associates, Inc., directly or indirectly sell, offer or contract to
sell, or otherwise dispose of, or transfer any shares of Common Stock or
securities of the Company convertible into or exchangeable or exercisable
for Common Stock legally or beneficially owned or controlled by him before
the expiration of the 180-day period commencing on October 21, 1997,
subject to certain exceptions. The 180 day restriction period contained in
the Lock-Up Agreement expired in accordance with the terms of such
agreement on April 18, 1998.
The PaineWebber Account is a margin account. There are no current
margin loans outstanding pursuant to the PaineWebber Account.
The information contained in Item 3 is incorporated herein by
reference.
Item 7. Material to be filed as Exhibits.
---------------------------------
Exhibit 1: Agreement and Plan of Merger and
Reorganization, dated as of August 13,
1997, by and among Rock of Ages
Corporation, Swenson Granite Company, Inc.,
Kurt M. Swenson and Kevin C. Swenson
(incorporated by reference to Exhibit 2.4
to the Company's Registration Statement on
Form S-1 (File No. 333-33685) filed with
the Securities and Exchange Commission on
August 15, 1997)
Exhibit 2: Lock-Up Agreement, dated as of August 15,
1997, between Raymond James & Associates,
Inc. and Kurt M. Swenson (previously filed
as part of the Initial Schedule 13D)
Exhibit 3: Stock Option Agreement, dated November 21,
1994, between Kurt M. Swenson and Rock of
Ages Corporation (previously filed as part
of the Initial Schedule 13D)
Exhibit 4: Stock Option Agreement, dated December 31,
1996, between Kurt M. Swenson and Rock of
Ages Corporation (previously filed as part
of the Initial Schedule 13D)
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: March 22, 2000
/s/ Kurt M. Swenson
----------------------------------
Kurt M. Swenson, individually, and
as the sole trustee of the Kurt M.
Swenson Revocable Trust of 2000
