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 Section 240.14a-11(c) or
Section 240.14a-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 9, 2000
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 16, 2000
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 1999 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 retail operations and growth
strategy and our quarrying, manufacturing and retailing
operations. This will be followed by lunch and tours of our
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 or otherwise vote the proxy as indicated.
Sincerely,
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 16, 2000
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 16,
2000 at 10:00 a.m., Vermont time, for the following purposes:
1. To elect three Class III Directors, each for a three-year
term expiring at the annual meeting of stockholders in 2003, 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 2000 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 28, 2000 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, or otherwise vote the proxy as indicated.
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 or otherwise vote
both proxies 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
Michael B. Tule
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 2000 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 16, 2000 at 10:00 a.m., Vermont time.
The principal 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 1999 Annual Report are being first mailed to
stockholders of the Company on or about May 9, 2000.
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 28,
2000, (the "Record Date"), are entitled to notice of and to vote
at the Meeting. On the Record Date, the Company had outstanding
(i) 4,374,706 shares of Class A Common Stock, each of which is
entitled to one vote, or a total of 4,374,706 votes, and (ii)
3,075,011 shares of Class B Common Stock, each of which is
entitled to ten votes, or a total of 30,750,110 votes.
Accordingly, at the close of business on the Record Date,
7,449,717 shares of Common Stock were outstanding, representing a
total of 35,124,816 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 III 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 2000 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 III director
specified herein, for the proposal to ratify the selection of
KPMG LLP as the Company's independent auditors for the 2000
fiscal year, shares represented by a duly executed Proxy 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
1
<PAGE>
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 Board now consists
of seven members, with three directors in Class III and two
directors in each of Class I and Class II. The term of office of
the Class III directors expires at the Meeting. The Class II and
I directors are serving terms that expire at the annual meeting
of stockholders in 2001 and 2002, respectively.
Jon M. Gregory, Richard C. Kimball and Kurt M. Swenson, the
Class III 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 2003 and until their successors are duly elected
and qualified. Proxies may be voted for three directors.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
ELECTION OF EACH OF THE NOMINEES FOR CLASS III DIRECTORS. UNLESS
OTHERWISE DIRECTED IN THE ACCOMPANYING PROXY, THE PERSONS NAMED
THEREIN WILL VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES AS
CLASS III DIRECTORS.
Stockholders may not cumulate their votes in the election of
directors. The three 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 Board as replacements for those who become unavailable.
Discretionary authority to do so is included in the Proxies.
2
<PAGE>
<TABLE>
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 III directors and other current
directors of the Company.
<CAPTION>
NAME AGE TITLE
---- --- -----
NOMINEES FOR CLASS III DIRECTOR
(FOR TERM EXPIRING AT 2003
ANNUAL MEETING)
<S> <C> <C> <S>
Jon M. Gregory 50 President and Chief
Officer/Quarries
Division, Director
Richard C. Kimball 59 Chief Operating
Officer/Memorials
Division, Vice Chairman
of the Board
Kurt M. Swenson 55 President,
Chief Executive Officer,
Chairman of the Board
CONTINUING CLASS II DIRECTORS
(TERM EXPIRES AT 2002 ANNUAL
MEETING)
<S> <C> <C> <S>
George R. Anderson 60 Director
Frederick E. Webster, Jr. (1) 62 Director
CONTINUING CLASS I DIRECTORS
(TERM EXPIRES AT 2001 ANNUAL
MEETING)
<S> <C> <C> <C> <S>
James L. Fox (1) 48 Director
Charles M. Waite (1) 67 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
in 2002.
James L. Fox has been Vice Chairman of PFPC Inc., a division
of the PNC Financial Services Group, Inc. since December 1, 1999.
He was President of First Data Investor Services Group, Inc., 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.
3
<PAGE>
Jon M. Gregory has been President and Chief Operating
Officer/Quarries Division of the Company since 1993. Mr. Gregory
was elected by the Board of Directors to his current directorship
in October 1998. Since joining the Company in 1975, Mr. Gregory
has served in various positions including Senior Vice President-
Memorials Division, Manager of Manufacturing and line production
supervisor. Mr. Gregory's current term as a director will expire
at the Meeting.
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 planning and
investment banking firm from 1972 until 1993. Mr. Kimball's
current term as a director of the Company will expire at the
Meeting.
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 at the Meeting.
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 in 2002.
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 38 years old.
John E. Keith has been President/Retail 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 52 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
1999. Each of the directors attended all the meetings of the
Board and all of the meetings of the committees of the Board on
which they served.
The Board currently 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 1999 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
4
<PAGE>
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 1999.
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 three times as a committee
and acted by unanimous written consent one time during
1999.
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 five times in 1999.
Security Ownership of Certain Beneficial Owners and Management
<TABLE>
The following table sets forth, as of April 28, 2000,
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.
<CAPTION>
<S> <C> <C> <S> <C> <C>
PERCENT 0F PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER (1) NUMBER CLASS NUMBER(2) CLASS
- ---------------------------------------- ---------------------- -------------------------
SHARES OF CLASS B SHARES OF CLASS A
COMMON STOCK COMMON STOCK
BENEFICIALLY OWNED BENEFICIALLY OWNED
---------------------- -------------------------
Wellington Management Company, LLP (3)
LLP(3)
75 State Street
Boston, MA 02109 -- -- 808,000 18.5
Goldman Sachs Asset Management(4)
1 New York Plaza
New York, NY 10004 -- -- 555,500 12.7
Dimensional Fund Advisors Inc.(5)
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401 -- -- 337,600 7.7
Commonwealth of Pennsylvania(6)
Public School Employees
Retirement System
5 North 5th Street
Harrisburg, PA 07101 -- -- 270,500 6.2
Kurt M. Swenson(7) ** 1,002,500 32.6 1,131,500 21.0
Kevin C. Swenson(8) 1,023,489 33.3 1,023,489 19.0
Mark A. Gherardi(9) 322,573 10.5 322,573 6.9
Robert L. Pope(10) 246,375 8.0 246,375 5.3
Peter A. Friberg (11) 206,375 6.7 251,375 5.5
Richard C. Kimball(12)** 2,500 * 132,426 3.0
John E. Keith ** -- -- 40,540 *
George R. Anderson(13)** 20,000 * 45,000 1.0
Jon M. Gregory(14)** 40,000 1.3 94,126 2.1
Charles M. Waite** 29,126 * 30,000 *
James L. Fox** -- -- 1,000 *
John L. Forney** -- -- -- --
Frederick E. Webster, Jr.** -- -- -- *
All directors and executive 1,094,126 35.6 1,474,592 27.0
officers as a group (9 persons)
__________
** Executive Officer and/or Director
* Less than 1%
</TABLE>
5
<PAGE>
(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 28, 2000 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 a Schedule 13G dated February 9, 2000,
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 its clients.
(4) According to a Schedule 13G dated February 16, 2000, Goldman
Sachs Asset Management, in its capacity as an investment advisor,
may be deemed to be the beneficial owner of the listed shares
which are held of record by its clients.
(5) According to a Schedule 13G dated February 4, 2000,
Dimensional Fund Advisors Inc., in its capacity as an investment
advisor or manager, may be deemed to be the beneficial owner of
the listed shares which are held of record by certain investment
companies, trusts or other accounts that it advises or manages.
(6) According to a Schedule 13G dated January 31, 2000, the
Commonwealth of Pennsylvania, Public School Employees Retirement
System, an employee benefit plan, is the beneficial owner of the
listed shares.
(7) Kurt M. Swenson is the brother of Kevin C. Swenson. Includes
2,500 shares of Class B Common Stock subject to currently
exercisable options. Includes 1,000,000 shares of Class B Common
Stock and 129,000 shares of Class A Common Stock held by the Kurt
M. Swenson Revocable Trust of 2000. Kurt M. Swenson, as the sole
trustee of the Kurt M. Swenson Revocable Trust of 2000,
beneficially owns such shares.
(8) Kevin C. Swenson is the brother of Kurt M. Swenson.
(9) Includes 75,000 shares of Class B Common Stock subject to
currently exercisable stock options.
(10) Includes 75,000 shares of Class B Common Stock subject to
currently exercisable stock options.
(11) Includes 75,000 shares of Class B Common Stock subject to
currently exercisable stock options.
(12) Includes 10,000 shares of Class A Common Stock subject to
currently exerciseable options and 2,500 shares of Class B Common
Stock subject to currently exerciseable options.
(13) All 20,000 shares of Class B Common Stock listed are subject
to currently exercisable stock options.
(14) All 40,000 shares of Class B Common Stock listed are subject
to currently exercisable stock options.
6
<PAGE>
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, 1999, the Company believes
all Section 16(a) filing requirements were satisfied.
<TABLE>
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 years ended December 31, 1998 and December 31,
1999.
<CAPTION>
SUMMARY COMPENSATION TABLE
<S> <C> <C> <C> <C> <C> <S> <C>
LONG-TERM
COMPENSATION
------------
SECURITIES
------------
SALARY BONUS UNDERLYING
------ ------- ------------ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR ANNUAL COMPENSATION OPTIONS(#) COMPENSATION (1)
- --------------------------- ---- --------------------- ------------- ----------------
Kurt M. Swenson 1999 $340,080 $ 0 -0- $1,150
President, Chief
Executive Officer 1998 $310,320 $36,000 -0- $1,150
Chairman of the
Board of Directors 1997 $310,320 $29,500 -0- $1,100
Richard C. Kimball 1999 $240,000 $ 0 25,000 $1,150
Chief Operating
Officer/Memorials 1998 $210,360 $33,000 -0- $1,150
Division, Vice
Chairman of the Board of 1997 $210,360 $26,500 -0- $1,100
Directors
John L. Forney (2) 1999 $185,040 $ 0 75,000 $1,150
Chief Financial Officer,
Treasurer 1998 -- -- -- --
1997 -- -- --
Jon M. Gregory 1999 $185,040 $ 0 -0- $1,150
President and Chief
Operating Officer/ Quarries 1998 $171,920 $22,000 -0- $1,150
Division, Director
1997 $160,440 $13,500 -0- $1,100
John E. Keith (3) 1999 $170,040 $ 0 -0- $1,150
President/Memorials 1998 $165,000 $17,500 -0- $1,150
Division
1997 $165,000 $ 4,200 62,500 $ 0
- -------------
</TABLE>
(1) In each case, represents a matching contribution under the
Company's 401(K) plan.
(2) Mr. Forney has been the Chief Financial Officer and
Treasurer of the Company since February 1, 1999.
(3) Mr. Keith has been the President/Memorials Division of the
Company since October 24, 1997. The 1997 salary listed above
represents Mr. Keith's annualized 1997 salary.
STOCK OPTION GRANTS
The following table sets forth information concerning options
to purchase Class A Common Stock granted by the Company to Named
Executive Officers during the 1999 fiscal year. Except as set
forth below, the Company did not grant options to purchase its
Class A Common Stock or Class B Common Stock to any Named
Executive Officer.
7
<PAGE>
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR(1)
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <S>
Potential Realizable Value
Number of Securi- Percent of Total Op- Exercise At Assumed Annual Rates
ties Underlying Tions Granted to Em- Price Expiration of Stock Price Appre-
Name Options Granted Ployees in Fiscal Year ($/Sh) Date ciation for Option Term
5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard C. Kimball 25,000(2) 100% $12.375 February 22,2004 $85,474 $188.875
</TABLE>
_______
(1) On January 25, 1999, John L. Forney was granted options to
purchase up to 75,000 shares of Class A Common Stock at an
exercise price of $13.25 per share and with an expiration date of
January 25, 2004. On December 20, 1999, Mr. Forney surrendered
such options.
(2) Options to purchase 5,000 or 20% of such shares of Class A
Common Stock became exercisable immediately upon grant and
options to purchase an additional 20,000 shares of Class A Common
Stock will become exercisable at a rate of 20% annually for four
years.
<TABLE>
The following table sets forth information concerning options
to purchase Class B Common Stock (except for Richard C. Kimball
who has options to purchase both Class A Common Stock and Class B
Common Stock) held by the Named Executive Officers. The Class B
Common Stock is convertible on a share-for-share basis into Class
A Common Stock. The Company has not granted any stock
appreciation rights.
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-
END OPTION VALUES
- -----------------------------------------------------------------------------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -----------------------------------------------------------------------------------------------------
SHARES NUMBER OF SECURITIES VALUE OF UNEXERCISED
ACQUIRED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ON EXERCISE VALUE OPTIONS AT DECEMBER 31, 1999 AT DECEMBER 31, 1999 (1)
EXERCISE REALIZED ---------------------------- ------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Kurt M. Swenson 107,500 1,048,580 2,500 2,500 $ 1,106 $ 1,106
Richard C.Kimball 82,500 832,200 7,500(3) 22,500(4) 2,056 2,056
Jon M. Gregory 25,000 280,625 40,000 10,000 32,900 8,225
John L. Forney(2) 0 0 0 0 0 0
John E. Keith (2) 0 0 0 0 0 0
</TABLE>
_________
(1) These values are calculated using the $4 9/16 per share
closing price of the Class A Common Stock on the Nasdaq(registered
trademark symbol) National Market on December 31, 1999.
(2) On December 20, 1999, Messrs. Forney and Keith surrendered
options to purchase 75,000 and 62,500 shares of Class A Common
Stock, respectively.
(3) Includes options to purchase 2,500 shares of Class B Common
Stock and 5,000 shares of Class A Common Stock.
(4) Includes options to purchase 2,500 shares of Class B Common
Stock and 20,000 shares of Class A Common Stock.
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
8
<PAGE>
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 2000 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.
<TABLE>
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.
<CAPTION>
PENSION PLAN TABLE
FINAL AVERAGE
COMPENSATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
------------ -------- -------- -------- -------- --------
<C> <C> <C> <C> <C> <C>
$125,000 $39,165 $52,220 $65,275 $78,330 $78,330
$150,000 $47,415 $63,220 $79,025 $94,830 $94,830
$175,000 $55,665 $74,220 $92,775 $111,330 $111,330
$200,000 $63,915 $85,220 $106,525 $127,830 $127,830
$225,000 $72,165 $96,220 $120,275 $144,330 $144,330
$250,000 $80,415 $107,220 $134,025 $160,830 $160,830
$275,000 $88,665 $118,220 $147,775 $177,330 $177,330
$300,000 $96,915 $129,220 $161,525 $193,830 $193,830
$325,000 $105,165 $140,220 $175,275 $210,330 $210,330
$350,000 $113,415 $151,220 $189,025 $226,830 $226,830
</TABLE>
These calculations are based on the retirement formula in
effect as of December 31, 1999, 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. Estimated years of continuous service for
each of the Named Executive Officers, as of December 31, 1999 and
rounded to the full year, are: Mr. Forney, 1 year; Mr. Gregory,
24 years; Mr. Keith, 2 years; Mr. Kimball, 7 years; and Mr.
Swenson, 16 years.
9
<PAGE>
<TABLE>
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.
<CAPTION>
ANNUAL
TOTAL YEARS RETIREMENT
ANNUAL BASE OF SERVICE BENEFIT
NAME COMPENSATION AT AGE 65 AT AGE 65
- ----- ------------ ----------- ---------
<S> <C> <C> <C>
R. Kimball $240,000 12 28,800
K. Swenson $340,080 26 97,263
J. Gregory $185,040 39 43,299
</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 1999 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. Mr. Swenson's
base salary increased between 1998 and 1999 as a part of a
general readjustment of salaries of the executive officers in
connection with the hiring of Mr. Forney in January of 1999.
Annual Performance Bonus
The Company's executive officers are eligible for an annual
cash performance bonus. In 1999, the Compensation Committee
recommended the establishment of a bonus pool for the Company's
officers in respect of 1999 earnings. As a result of this
recommendation, the Board of Directors implemented a bonus pool
for the Company's officers in respect of 1999 earnings based on a
level of 1999 profits before taxes necessary for the Company to
achieve (after giving effect to all bonuses) a specified minimum
1999 earnings per fully diluted share of Common Stock.
The Company did not earn this required minimum per share in
1999 and as a result no bonuses based on 1999 results were paid
to any executive officers.
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. On January 25, 1999,
John L. Forney was granted options to purchase up to 75,000
shares of Class A Common Stock at an exercise price of $13.25 per
share and with an expiration date of January 25, 2004. On
February 22, 1999, Richard C. Kimball was granted options to
purchase 25,000 Class A shares at an exercise price of $12.375
per share with an expiration date of February 22, 2004. On
December 20, 1999, Mr. Forney surrendered all of his options. No
other stock options were granted to executive officers during
1999. Stock options were also granted to various principals of
acquired retailers.
11
<PAGE>
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, including considering the use of such
commonly used measures as EVA (Economic Value Added), recognizing
that the ups and downs of the business cycle from time to time
may result in an imbalance for a particular period. In 1999, the
Compensation Committee continued 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, with the exception of the
Company's agreement with John L. Forney, which has a five-year
term commencing on January 22, 1999. 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, 1999, in the total stockholder return on (i) the
Class A Common Stock of the Company, (ii) the Russell 2000 Stock
Price Index and (iii) an industry peer group index of the
following six publicly traded companies: Carriage Services Inc.,
Hillenbrand Industries, 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.
<TABLE>
COMPARISON OF STOCKHOLDER TOTAL RETURN AMONG ROCK OF AGES
CORPORATION, THE RUSSELL 2000 INDEX AND AN INDUSTRY PEER GROUP
<CAPTION>
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
ROCK OF AGES RUSSELL 2000 INDUSTRY
CORPORATION INDEX PEER GROUP
<C> <C> <C> <C>
10/21/97 $100.00 $100.00 $100.00
12/31/97 $73.37 $96.29 $111.38
12/31/98 $68.56 $92.97 $111.21
12/31/99 $21.95 $111.21 $33.44
Comparison of
Stockholder Returns
10/21/97 12/31/97 12/31/98 12/31/99
<S> <C> <C> <C> <C>
Rock of Ages Corporation 100 73.37 68.56 21.95
Russell 2000 Index 100 96.29 92.97 111.21
Industry Peer Group 100 111.38 109.55 33.44
</TABLE>
14
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with and prior to the 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 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 1999 were approximately $278,000. 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 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 1999 the Company paid,
annual rental payments of $195,322.
In May 1999, the Company sold certain manufacturing assets in
Elberton, Georgia back to Missouri Red Quarries, Inc. ("Missouri
Red") and G. Thomas Oglesby, Jr., the original owners of such
assets from whom the company had purchased them in June 1997 (the
"Keystone Sale"). Prior to the Keystone Sale, G. Thomas Oglesby,
Jr., the President of Missouri Red, was an officer of the Company
and beneficially owned approximately six percent of the Company's
Class A Common Stock then outstanding. In exchange for these
assets, the Company received 263,441 shares of its Class B Common
Stock held by Missouri Red and G. Thomas Oglesby, Jr. These
shares were then retired. The Company recognized a loss on
disposal of assets of approximately $845,000 or $.11 per diluted
share, during the 1999 fiscal year. This nonrecurring charge had
no impact on the Company's tax liability or overall cash
position.
Additionally, in connection with the Keystone Sale, a Supply
and Distribution Agreement among the Company, Missouri Red and G.
Thomas Oglesby, Jr., and a Supply and Distribution Agreement
among the Company, Keystone Granite Company, Inc., an affiliate
of Missouri Red, and Missouri Red were mutually terminated (the
"Old Supply Agreements"). Effective as of June 1, 1999, the
Company entered into two Supply Agreements with Keystone
Memorials, Inc., an affiliate of Missouri Red ("KMI"), under
which the Company agrees to sell to KMI certain amounts of
granite from the Company's quarries (the "KMI Supply Agreement").
KMI has no obligation to purchase any of the Company's granite
under these agreements. The Company also entered into a Supply
Agreement with Missouri Red under which Missouri Red agrees to
sell to the Company certain amounts of granite from Missouri
Red's quarries (the "Missouri Red Supply Agreements", together
with the KMI Supply Agreement the "New Supply Agreements"). The
Company has no obligation to purchase any of Missouri Red's
granite under this agreement.
15
<PAGE>
In 1999, the Company purchased approximately $120,000 from
Missouri Red and its affiliates under the Old Supply Agreements
and New Supply Agreements. The Company believes the terms and
conditions of the transactions under such agreements were and are
as favorable to the Company as would have been available from
unrelated suppliers.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board has selected KPMG LLP as the Company's independent
auditors for the fiscal year 2000, 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 2000. UNLESS OTHERWISE
DIRECTED IN THE ACCOMPANYING PROXY, THE PERSONS NAMED THEREIN
WILL VOTE "FOR" SUCH RATIFICATION.
OTHER MATTERS
Management of the Company has no knowledge of any other mat
ters 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.
16
<PAGE>
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 2001 Annual
Meeting of Stockholders must be received by the Company at its
principal executive offices no later than January 5, 2001 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 2001 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 17, 2001 and not later than March 19,
2001. The notice must contain certain information as specified
in the By-Laws. Any such proposal received after March 19, 2001
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
Michael B. Tule
Secretary
Graniteville, Vermont
May 9, 2000
17
<PAGE>
- ------------------------------------------------------------------------------
CLASS A COMMON STOCK
- ------------------------------------------------------------------------------
ROCK OF AGES CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - JUNE 16, 2000
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 16, 2000 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 Kurt M. Swenson, Richard C. Kimball or Jon M. Gregory 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 KURT M. SWENSON, RICHARD C. KIMBALL
AND JON M. GREGORY AS DIRECTORS AND FOR RATIFICATION OF THE SELECTION OF
KPMG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL 2000.
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 JON C. GREGORY, RICHARD C. KIMBALL OR KURT M. SWENSON 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 1999 ANNUAL REPORT.
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
ROCK OF AGES CORPORATION
JUNE 16, 2000
-------------------------------------
CLASS A COMMON STOCK
-------------------------------------
PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
<PAGE>
<TABLE>
<CAPTION>
<C> <S> <C> <S>
/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
(except as nominees Kurt M. Swenson, Richard C. Kimball
marked to the listed and Jon M. Gregory as directors and
the contrary) at right FOR the ratification of the selection
of KPMG LLP as the independent auditors
of the Company for fiscal 2000.
<C> <S> <C> <S> <C> <S> <C> <C> <C> <S>
FOR AGAINST ABSTAIN
1 Election of NOMINEES: Kurt M. Swenson 2 Ratification of the / / / / / /
Directors duly / / / / Richard C. Kimball selection of KPMG
nominated Jon M. Gregory LLP as the independent
auditors of the Company
for fiscal 2000
(INSTRUCTION: to withhold authority to vote for Please mark, date and sign
any individual nominee, write that nominee's your name as it appears on
name in the space provided below.) the proxy card and return it
in the enclosed envelope.
- -------------------------------------------
(Signature) (Signature) (Title or Authority) Dated: ,2000
------------- ------------ ----------- ---------
</TABLE>
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.
<PAGE>
- ------------------------------------------------------------------------------
CLASS B COMMON STOCK
- ------------------------------------------------------------------------------
ROCK OF AGES CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - JUNE 16, 2000
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 16, 2000 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 Kurt M. Swenson, Richard C. Kimball or Jon M. Gregory 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 KURT M. SWENSON, RICHARD C. KIMBALL
AND JON M. GREGORY AS DIRECTORS AND FOR RATIFICATION OF THE SELECTION OF
KPMG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL 2000.
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 JON C. GREGORY, RICHARD C. KIMBALL OR KURT M. SWENSON 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 1999 ANNUAL REPORT.
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
ROCK OF AGES CORPORATION
JUNE 16, 2000
-------------------------------------
CLASS B COMMON STOCK
-------------------------------------
PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
<PAGE>
<TABLE>
<CAPTION>
<C> <S> <C> <S>
/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
(except as nominees Kurt M. Swenson, Richard C. Kimball
marked to the listed and Jon M. Gregory as directors and
the contrary) at right FOR the ratification of the selection
of KPMG LLP as the independent auditors
of the Company for fiscal 2000.
<C> <S> <C> <S> <C> <S> <C> <C> <C><S>
FOR AGAINST ABSTAIN
1 Election of NOMINEES: Kurt M. Swenson 2 Ratification of the / / / / / /
Directors duly / / / / Richard C. Kimball selection of KPMG
nominated Jon M. Gregory LLP as the independent
auditors of the Company
for fiscal 2000
(INSTRUCTION: to withhold authority to vote for Please mark, date and sign
any individual nominee, write that nominee's your name as it appears on
name in the space provided below.) the proxy card and return it
in the enclosed envelope.
- -------------------------------------------
(Signature) (Signature) (Title or Authority) Dated: ,2000
------------- ------------ -------- -
</TABLE>
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.
