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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Rock of Ages (VT) (MM) | NASDAQ:ROAC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 5.24 | 0 | 01:00:00 |
Granite Acquisition, LLC
c/o Swenson Granite Company LLC 369 North State Street Concord, NH 03301 Attn: Robert Pope, Kurt Swenson Tel. No.: (603) 225-2783 |
Rock of Ages Corporation
560 Graniteville Road Graniteville, VT 05654 Attn: James L. Fox Tel. No.: (877) 225-7626 |
Swenson Granite Company LLC
369 North State Street Concord, NH 03301 Attn: Robert Pope, Kurt Swenson Tel. No.: (603) 225-2783 |
McLane, Graf, Raulerson &
Middleton, PA 900 Elm Street P.O. Box 326 Manchester, NH 03105 Attn: Michael B. Tule Tel. No.: (603) 625-6464 |
Sheehan Phinney Bass
+ Green PA 1000 Elm Street Manchester, NH 03101 Attn: Alan L. Reische Tel. No.: (603) 668-0300 |
Skadden, Arps, Slate,
Meagher & Flom LLP One Beacon Street Boston, MA 02108 Attn: Kent A. Coit Tel. No.: (617) 573-4800 |
a. | þ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. |
b. | o | The filing of a registration statement under the Securities Act of 1933. |
c. | o | A tender offer. |
d. | o | None of the above. |
Transaction Valuation* | Amount of Filing Fee** | ||||
$25,181,756 | $1,795.46 | ||||
* | Pursuant to the Agreement and Plan of Merger, dated as of October 18, 2010, by and among Rock of Ages Corporation (hereinafter referred to as the Company or Rock of Ages), Swenson Granite Company LLC (Parent) and Granite Acquisition, LLC, a limited liability company wholly owned by Parent (Merger Sub), Merger Sub will merge with and into the Company (the Merger), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger, the shares of Rock of Ages Corporation Class A common stock, no par value and Rock of Ages Corporation Class B common stock, no par value (collectively, the Common Stock) held by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent, as well as shares of Common Stock held in the Companys treasury (collectively, the Cancelled Shares) will be cancelled without any consideration payable therefor. The aggregate number of securities to which the transaction applies excludes the anticipated number of Cancelled Shares. | |
The proposed maximum aggregate value of the transaction, for purposes only of calculating the filing fee, is $25,181,756, which is the sum of (a) the product of (i) the 4,707,944 shares of Common Stock, which number of shares is the difference between the number of shares of Common Stock outstanding and the Cancelled Shares, multiplied by (ii) the merger consideration of $5.25 per share of Common Stock, plus (b) $465,050, which is the total cash amount required to cash-out each of the 177,500 outstanding options to purchase shares of Class A Common Stock having an exercise price per share less than $5.25, at a cash-out price equal to the product of (i) the difference between the exercise price per share of such option and $5.25 per share multiplied by (ii) the number of shares subject to such option. | ||
** | The filing fee, calculated in accordance with Regulation 0-11 under the Securities Exchange Act of 1934, as amended, equals 0.0000713 multiplied by the proposed maximum aggregate value of the transaction, as described above. |
þ | Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
Amount Previously Paid: $1,795.46 | ||
Form or Registration No.: Schedule 14A Preliminary Proxy Statement | ||
Filing Party: Rock of Ages Corporation | ||
Date Filed: October 29, 2010 |
| a majority of the votes represented by all outstanding shares of our Class A common stock and Class B common stock, voting together as a single voting group; and | ||
| a majority of the outstanding shares of Rock of Ages Class A common stock, not including (in the number of outstanding shares of Class A common stock, or in the number of shares of Class A common stock voted in favor of the merger agreement) shares of Class A common stock owned directly or through a broker or other nominee by members of Parent (the majority of the minority approval). |
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(a) | Name and Address . The information set forth in the Proxy Statement under the caption PARTIES INVOLVED IN THE PROPOSED TRANSACTION is incorporated herein by reference. | |
(b) | Securities . The information set forth in the Proxy Statement under the caption THE SPECIAL MEETING Record Date; Voting Rights is incorporated herein by reference. The exact title of each class of the subject equity securities is Class A common stock, no par value (the Class A common stock) and Class B common stock, no par value (the Class B common stock and together with the Class A common stock, the common stock). | |
(c) | Trading Market and Price . The information set forth in the Proxy Statement under the caption MARKET PRICE AND DIVIDEND INFORMATION is incorporated herein by reference. | |
(d) | Dividends . The information set forth in the Proxy Statement under the caption MARKET PRICE AND DIVIDEND INFORMATION is incorporated herein by reference. | |
(e) | Prior Public Offerings . None. | |
(f) | Prior Stock Purchases . None. |
(a)-(c) | Name and Address; Business and Background of Entities; Business Background of Filing Persons . The information set forth in the Proxy Statement under the caption PARTIES INVOLVED IN THE PROPOSED TRANSACTION is incorporated herein by reference. Rock of Ages is the subject company. |
(a)(1) | Material Terms . Tender Offers . Not Applicable. |
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(a)(2) | Material Terms . Mergers or Similar Transactions . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS ABOUT THE MERGER, THE SPECIAL MEETING, SPECIAL FACTORS, THE MERGER AGREEMENT, VOTING AND CONTRIBUTION AGREEMENTS, Annex A Agreement and Plan of Merger, Annex B Voting Agreement, and Annex C Contribution Agreement. | |
(c) | Different Terms . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS ABOUT THE MERGER, PARTIES INVOLVED IN THE PROPOSED TRANSACTIONSwenson Granite Group, SPECIAL FACTORSStructure of the Transaction, SPECIAL FACTORSPurpose and Reasons for the Merger, SPECIAL FACTORSInterests of Certain Persons in the Merger, and VOTING AND CONTRIBUTION AGREEMENTS, Annex B Voting Agreement, and Annex C Contribution Agreement. | |
(d) | Appraisal Rights . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS ABOUT THE MERGER, THE SPECIAL MEETINGDissenters Rights, SPECIAL FACTORS Dissenters Rights, THE MERGER AGREEMENTDissenters Rights and Annex E Chapter 13 of the Vermont Business Corporation Act. | |
(e) | Provisions For Unaffiliated Security Holders . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: SPECIAL FACTORSRecommendations of the Special Committee and the Board of Directors; Reasons for Recommending Approval of the Merger Agreement to the Companys Shareholders and SPECIAL FACTORSPosition of Parent, Merger Sub and the members of the Swenson Granite Group as to the Fairness of the Merger to the Companys Shareholders that are Receiving the Merger Consideration. There are no provisions in connection with this transaction to grant unaffiliated security holders access to the corporate files of any of the filing persons or to obtain counsel or appraisal services at the expense of the filing persons. | |
(f) | Eligibility for Listing or Trading . Not applicable. |
(a) | Transactions . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: SPECIAL FACTORSInterests of Certain Persons in the Merger, PARTIES INVOLVED IN THE PROPOSED TRANSACTIONCertain Transactions Between the Parties, VOTING AND CONTRIBUTION AGREEMENTS, Annex B Voting Agreement and Annex C Contribution Agreement. | |
(b) | Significant Corporate Events . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: SPECIAL FACTORSBackground of the Merger and SPECIAL FACTORSInterests of Certain Persons in the Merger. | |
(c) | Negotiations or Contacts . The information set forth in the Proxy Statement under the caption SPECIAL FACTORSBackground of the Merger is incorporated herein by reference. | |
(e) | Agreements Involving the Subject Companys Securities . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS ABOUT THE MERGER, THE SPECIAL MEETINGRequired Vote, PARTIES INVOLVED IN THE PROPOSED TRANSACTIONSwenson Granite Group, SPECIAL FACTORSStructure of the Transaction, SPECIAL FACTORSPurpose and Reasons for the Merger, SPECIAL FACTORSBackground of the Merger, SPECIAL FACTORSCertain Effects of the Merger, SPECIAL FACTORSInterests of Certain Persons in the Merger, THE MERGER AGREEMENT, VOTING AND CONTRIBUTION AGREEMENTS, Annex A Agreement and Plan of Merger, Annex B Voting Agreement and Annex C Contribution Agreement. |
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(b) | Use of Securities Acquired . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS ABOUT THE MERGER, SPECIAL FACTORSStructure of the Transaction, SPECIAL FACTORSCertain Effects of the Merger, SPECIAL FACTORSInterests of Certain Persons in the Merger, THE MERGER AGREEMENT and Annex A Agreement and Plan of Merger. | |
(c)(1)-(8) | Plans . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS ABOUT THE MERGER, THE SPECIAL MEETING, SPECIAL FACTORSStructure of the Transaction, SPECIAL FACTORSBackground of the Merger, SPECIAL FACTORSCertain Effects of the Merger, SPECIAL FACTORSInterests of Certain Persons in the Merger, SPECIAL FACTORSFinancing of the Merger, THE MERGER AGREEMENT and MARKET PRICE AND DIVIDEND INFORMATION. |
(a) | Purposes . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS ABOUT THE MERGER, SPECIAL FACTORSBackground of the Merger and SPECIAL FACTORSPurpose and Reasons for the Merger. | |
(b) | Alternatives . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: SPECIAL FACTORSBackground of the Merger and SPECIAL FACTORSAlternatives to the Merger. | |
(c) | Reasons . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS ABOUT THE MERGER, SPECIAL FACTORSPurpose and Reasons for the Merger, SPECIAL FACTORSBackground of the Merger, SPECIAL FACTORSRecommendations of the Special Committee and the Board of Directors; Reasons for Recommending Approval of the Merger Agreement to the Companys Shareholders, SPECIAL FACTORSOpinion of the Financial Advisor to the Special Committee, SPECIAL FACTORSAlternatives to the Merger, SPECIAL FACTORSCertain Effects of the Merger and Annex D Opinion of Covington Associates, LLC. | |
(d) | Effects . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS ABOUT THE MERGER, SPECIAL FACTORSStructure of the Transaction, SPECIAL FACTORSCertain Effects of the Merger, SPECIAL FACTORSInterests of Certain Persons in the Merger, SPECIAL FACTORSFinancing of the Merger, SPECIAL FACTORS Estimated Fees and Expenses of the Merger, SPECIAL FACTORSRegulatory Approvals and Requirements, SPECIAL FACTORS Certain Material U.S. Federal Income Tax Consequences, THE MERGER AGREEMENT and Annex A Agreement and Plan of Merger. |
(a) | Fairness . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS ABOUT THE MERGER, SPECIAL FACTORSPurpose and Reasons for the Merger, SPECIAL FACTORSBackground of the Merger, SPECIAL FACTORSRecommendations of the Special Committee and the Board of Directors; |
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Reasons for Recommending Approval of the Merger Agreement to the Companys Shareholders, SPECIAL FACTORSPosition of Parent, Merger Sub and the members of the Swenson Granite Group as to the Fairness of the Merger to the Companys Shareholders that are Receiving the Merger Consideration, SPECIAL FACTORSRock of Ages Position as to the Fairness of the Merger to the Companys Shareholders Receiving the Merger Consideration, SPECIAL FACTORSOpinion of the Financial Advisor to the Special Committee and Annex D Opinion of Covington Associates, LLC. |
(b) | Factors Considered in Determining Fairness . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: SPECIAL FACTORSPurpose and Reasons for the Merger, SPECIAL FACTORSBackground of the Merger, SPECIAL FACTORSRecommendations of the Special Committee and the Board of Directors; Reasons for Recommending Approval of the Merger Agreement to the Companys Shareholders, SPECIAL FACTORSPosition of Parent, Merger Sub and the members of the Swenson Granite Group as to the Fairness of the Merger to the Companys Shareholders that are Receiving the Merger Consideration, SPECIAL FACTORSRock of Ages Position as to the Fairness of the Merger to the Companys Shareholders Receiving the Merger Consideration, SPECIAL FACTORSOpinion of the Financial Advisor to the Special Committee, SPECIAL FACTORSCertain Effects of the Merger, SPECIAL FACTORSInterests of Certain Persons in the Merger and Annex D Opinion of Covington Associates, LLC. | |
(c) | Approval of Security Holders . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS ABOUT THE MERGER, FORWARD-LOOKING STATEMENTS, THE SPECIAL MEETINGRequired Vote, THE SPECIAL MEETINGHow Shares are Voted; Proxies; Revocation of Proxies, SPECIAL FACTORSBackground of the Merger, SPECIAL FACTORSRecommendations of the Special Committee and the Board of Directors; Reasons for Recommending Approval of the Merger Agreement to the Companys Shareholders, SPECIAL FACTORSPosition of Parent, Merger Sub and the members of the Swenson Granite Group as to the Fairness of the Merger to the Companys Shareholders that are Receiving the Merger Consideration, SPECIAL FACTORSDissenters Rights, THE MERGER AGREEMENTAcquisition Proposals, THE MERGER AGREEMENTVoting of Our Common Stock at the Special Meeting by Parent, its Subsidiaries and Members of the Swenson Granite Group, THE MERGER AGREEMENTConditions to Completion of the Merger and THE MERGER AGREEMENTTermination of the Merger Agreement and Annex A Agreement and Plan of Merger. | |
(d) | Unaffiliated Representative . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS ABOUT THE MERGER, SPECIAL FACTORSBackground of the Merger, SPECIAL FACTORSRecommendations of the Special Committee and the Board of Directors; Reasons for Recommending Approval of the Merger Agreement to the Companys Shareholders, SPECIAL FACTORSPosition of Parent, Merger Sub and the members of the Swenson Granite Group as to the Fairness of the Merger to the Companys Shareholders that are Receiving the Merger Consideration, SPECIAL FACTORSRock of Ages Position as to the Fairness of the Merger to the Companys Shareholders Receiving the Merger Consideration, SPECIAL FACTORSFinancial Projections, SPECIAL FACTORSOpinion of the Financial Advisor to the Special Committee and Annex D Opinion of Covington Associates, LLC. | |
(e) | Approval of Directors . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS ABOUT THE MERGER, SPECIAL FACTORSBackground of the Merger, SPECIAL FACTORSRecommendations of the Special Committee and the Board of Directors; Reasons for Recommending Approval of the Merger Agreement to the Companys Shareholders, SPECIAL FACTORSPosition of Parent, Merger Sub and the members of the Swenson Granite Group as to the Fairness of the Merger to the Companys Shareholders that are Receiving the Merger Consideration, SPECIAL FACTORSRock of Ages Position as to the Fairness of the Merger to the Companys Shareholders Receiving the Merger Consideration, SPECIAL FACTORSOpinion of the Financial Advisor to the Special Committee, THE MERGER AGREEMENTAcquisition Proposals, THE MERGER AGREEMENTTermination of the Merger Agreement and Annex A Agreement and Plan of Merger. |
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(f) | Other Offers . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: SPECIAL FACTORSBackground of the Merger, SPECIAL FACTORSRecommendations of the Special Committee and the Board of Directors; Reasons for Recommending Approval of the Merger Agreement to the Companys Shareholders, SPECIAL FACTORSPosition of Parent, Merger Sub and the members of the Swenson Granite Group as to the Fairness of the Merger to the Companys Shareholders that are Receiving the Merger Consideration and SPECIAL FACTORSAlternatives to the Merger. |
(a) | Report, Opinion or Appraisal . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS ABOUT THE MERGER, SPECIAL FACTORSBackground of the Merger, SPECIAL FACTORSRecommendations of the Special Committee and the Board of Directors; Reasons for Recommending Approval of the Merger Agreement to the Companys Shareholders, SPECIAL FACTORSPosition of Parent, Merger Sub and the members of the Swenson Granite Group as to the Fairness of the Merger to the Companys Shareholders that are Receiving the Merger Consideration, SPECIAL FACTORSRock of Ages Position as to the Fairness of the Merger to the Companys Shareholders Receiving the Merger Consideration, SPECIAL FACTORSOpinion of the Financial Advisor to the Special Committee and Annex D Opinion of Covington Associates, LLC. | |
(b) | Preparer and Summary of the Report, Opinion or Appraisal . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: SUMMARY TERM SHEET, SPECIAL FACTORSBackground of the Merger, SPECIAL FACTORSRecommendations of the Special Committee and the Board of Directors; Reasons for Recommending Approval of the Merger Agreement to the Companys Shareholders, SPECIAL FACTORSRock of Ages Position as to the Fairness of the Merger to the Companys Shareholders Receiving the Merger Consideration, SPECIAL FACTORSOpinion of the Financial Advisor to the Special Committee and Annex D Opinion of Covington Associates, LLC. | |
(c) | Availability of Documents . The reports, opinions or appraisal referenced in this Item 9 will be made available for inspection and copying at the principal executive officers of Rock of Ages during its regular business hours by any interested holder of our common stock or any representative who has been designated in writing. |
(a)-(d) | Sources of Funds or other Consideration; Conditions; Expenses; Borrowed Funds . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: SUMMARY TERM SHEET, SPECIAL FACTORSStructure of the Transaction, SPECIAL FACTORSPurpose and Reasons for the Merger, SPECIAL FACTORSBackground of the Merger, SPECIAL FACTORSRecommendations of the Special Committee and the Board of Directors; Reasons for Recommending Approval of the Merger Agreement to the Companys Shareholders, SPECIAL FACTORSAlternatives to the Merger, SPECIAL FACTORSCertain Effects of the Merger, SPECIAL FACTORSCertain Risks in the Event of Bankruptcy, SPECIAL FACTORSFinancing of the Merger, SPECIAL FACTORSEstimated Fees and Expenses of the Merger, THE MERGER AGREEMENTFinancing of the Merger by Parent, THE MERGER AGREEMENTTermination Fees and Expenses and Annex A Agreement and Plan of Merger. |
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(a) | Securities Ownership . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: SUMMARY TERM SHEET, THE SPECIAL MEETINGRequired Vote, PARTIES INVOLVED IN THE PROPOSED TRANSACTIONSwenson Granite Group, SPECIAL FACTORSCertain Effects of the Merger, SPECIAL FACTORSInterests of Certain Persons in the Merger, VOTING AND CONTRIBUTION AGREEMENTS and SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. | |
(b) | Securities Transactions . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: VOTING AND CONTRIBUTION AGREEMENTS, RECENT TRANSACTIONS, Annex B Voting Agreement and Annex C Contribution Agreement. |
(d) | Intent to Tender or Vote in a Going-Private Transaction . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: SUMMARY TERM SHEET, THE SPECIAL MEETINGRequired Vote, PARTIES INVOLVED IN THE PROPOSED TRANSACTIONSwenson Granite Group, SPECIAL FACTORSPurpose and Reasons for the Merger, SPECIAL FACTORSBackground of the Merger, SPECIAL FACTORSRecommendations of the Special Committee and the Board of Directors; Reasons for Recommending Approval of the Merger Agreement to the Companys Shareholders, SPECIAL FACTORSPosition of Parent, Merger Sub and the members of the Swenson Granite Group as to the Fairness of the Merger to the Companys Shareholders that are Receiving the Merger Consideration, SPECIAL FACTORSRock of Ages Position as to the Fairness of the Merger to the Companys Shareholders Receiving the Merger Consideration, SPECIAL FACTORSOpinion of the Financial Advisor to the Special Committee, SPECIAL FACTORSCertain Effects of the Merger, SPECIAL FACTORSInterests of Certain Persons in the Merger, VOTING AND CONTRIBUTION AGREEMENTS, Annex B Voting Agreement and Annex C Contribution Agreement. | |
(e) | Recommendation of Others . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS ABOUT THE MERGER, SPECIAL FACTORSRecommendations of the Special Committee and the Board of Directors; Reasons for Recommending Approval of the Merger Agreement to the Companys Shareholders, SPECIAL FACTORSPosition of Parent, Merger Sub and the members of the Swenson Granite Group as to the Fairness of the Merger to the Companys Shareholders that are Receiving the Merger Consideration and SPECIAL FACTORSRock of Ages Position as to the Fairness of the Merger to the Companys Shareholders Receiving the Merger Consideration. |
(a) | Financial Information . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: SELECTED HISTORICAL FINANCIAL INFORMATION, RATIO OF EARNINGS TO FIXED CHARGES and WHERE YOU CAN FIND MORE INFORMATION. The information contained in the Consolidated Financial Statements included in the Companys annual report on Form 10-K for the fiscal year ended December 31, 2009, in its quarterly report on Form 10-Q for its quarter ended July 3, 2010 and its Current Report on Form 8-K, as filed on October 29, 2010 is incorporated herein by reference. | |
(b) | Pro Forma Information . Not applicable. |
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(a)-(b) | Solicitations or Recommendations; Employees and Corporate Assets . The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: SUMMARY TERM SHEET, QUESTIONS AND ANSWERS ABOUT THE MERGER, THE SPECIAL MEETINGSolicitation of Proxies, SPECIAL FACTORSBackground of the Merger, SPECIAL FACTORSRecommendations of the Special Committee and the Board of Directors; Reasons for Recommending Approval of the Merger Agreement to the Companys Shareholders, SPECIAL FACTORSOpinion of the Financial Advisor to the Special Committee, SPECIAL FACTORSInterests of Certain Persons in the Merger, SPECIAL FACTORSEstimated Fees and Expenses of the Merger and Annex D Opinion of Covington Associates, LLC. |
(b) | Other Material Information . The entirety of the Proxy Statement, including all Annexes thereto, is incorporated herein by reference. |
(a)(1) | Preliminary proxy statement for the special meeting of the shareholders of Rock of Ages Corporation, incorporated herein by reference to the Schedule 14A filed by Rock of Ages with the SEC on October 29, 2010, as amended on December 1, 2010 (the Proxy Statement). | |
(a)(2) | Form of Proxy Card for shareholders of Rock of Ages Class A common stock, filed with the SEC together with the Proxy Statement. | |
(a)(3) | Form of Proxy Card for shareholders of Rock of Ages Class B common stock, filed with the SEC together with the Proxy Statement. | |
(a)(4) | Form of Letter to shareholders of Rock of Ages, filed with the SEC together with the Proxy Statement. | |
(a)(5) | Form of Notice of Special Meeting to shareholders of Rock of Ages, filed with the SEC together with the Proxy Statement. | |
(a)(6) | Press Release dated October 18, 2010 (filed as Exhibit 99.1 to Rock of Ages Current Report on Form 8-K dated October 18, 2010 and incorporated herein by reference). | |
(b)(1) | Commitment Letter from Peoples United Bank and Keybank, National Association dated as of October 18, 2010 and the form of the related Proposed Credit Agreement (incorporated herein by reference to Exhibit 2 to the Schedule 13D Amendment No. 1 filed by Parent and the members of the Swenson Granite Group on October 20, 2010). | |
(c)(1) | Opinion of Covington Associates, LLC (attached as Annex D to the Proxy Statement and incorporated herein by reference). | |
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(c)(2) | Fairness Opinion presentation materials, dated as of October 15, 2010, prepared by Covington Associates, LLC | |
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(c)(3) | Process Update presentation materials, dated as of July 8, 2010, prepared by Covington Associates, LLC | |
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(c)(4) | Process Update presentation materials, dated as of August 4, 2010, prepared by Covington Associates, LLC | |
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(c)(5) | Presentation materials related to the valuation analyses received from Wolf Popper LLP, presented to the special committee on August 4, 2010, prepared by Covington Associates, LLC | |
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(c)(6) | Presentation materials related to the purported valuation in shareholder letter, presented to the special committee on August 4, 2010, prepared by Covington Associates, LLC | |
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(c)(7) | Process Update presentation materials, dated as of September 8, 2010, prepared by Covington Associates, LLC | |
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(d)(1) | Agreement and Plan of Merger dated as October 18, 2010, by and among Parent, Merger Sub and Rock of Ages (attached as Annex D to the Proxy Statement and incorporated herein by reference). | |
(d)(2) | Form of Contribution Agreement, dated as of October 18, 2010, entered into by and between Parent and each member of the Swenson Granite Group (incorporated herein by reference to Exhibit 1 to the Schedule 13D Amendment No. 1 filed by Parent and the members of the Swenson Granite Group on October 20, 2010). |
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(d)(3) | Form of Voting Agreement, dated as of October 18, 2010, entered into by and between Parent and each member of the Swenson Granite Group (incorporated herein by reference to Exhibit 3 to the Schedule 13D Amendment No. 1 filed by Parent and the members of the Swenson Granite Group on October 20, 2010). | |
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(d)(4) | Power of Attorney regarding amendments to Schedule 13E-3, dated as of October 29, 2010, granted by the members of the Swenson Granite Group in favor of Kurt M. Swenson. | |
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(f)(1) | Dissenters rights of appraisal are described under the caption SPECIAL FACTORSDissenters Rights set forth in the Proxy Statement and in Annex E to the Proxy Statement (entitled Chapter 13 of the Vermont Business Corporation Act) and are incorporated herein by reference. | |
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| Previously filed with the Schedule 13E-3 on October 29, 2010. | |
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ROCK OF AGES CORPORATION
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Date: December 1, 2010 | By: | /s/ Laura Plude | |||
Laura Plude, Chief Financial Officer | |||||
SWENSON GRANITE COMPANY LLC
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Date: December 1, 2010 | By: | /s/ Kurt M. Swenson | |||
Kurt M. Swenson, Chairman | |||||
GRANITE ACQUISITION, LLC
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Date: December 1, 2010 | By: | /s/ Kurt M. Swenson | |||
Kurt M. Swenson, Manager | |||||
KURT M. SWENSON REVOCABLE TRUST OF 2000
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Date: December 1, 2010 | By: | /s/ Kurt M. Swenson | |||
Kurt M. Swenson, Trustee | |||||
THE KEVIN C. SWENSON REVOCABLE TRUST OF 1994 U/D/T 3-10-94
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Date: December 1, 2010 | By: | /s/ Kurt M. Swenson | |||
Kurt M. Swenson, as attorney-in-fact for Kevin C. Swenson, Trustee | |||||
Date: December 1, 2010 | /s/ Kurt M. Swenson | ||||
Kurt M. Swenson, as attorney-in-fact for Robert L. Pope | |||||
Date: December 1, 2010 | /s/ Kurt M. Swenson | ||||
Kurt M. Swenson, as attorney-in-fact for Nancy F. Pope | |||||
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RICHARD C. KIMBALL IRA
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Date: December 1, 2010 | By: | /s/ Kurt M. Swenson | ||
Kurt M. Swenson, as attorney-in-fact for Richard C. Kimball | ||||
CHRISTINA W. KIMBALL REVOCABLE TRUST OF 2-21-2001
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Date: December 1, 2010 | By: | /s/ Kurt M. Swenson | ||
Kurt M. Swenson, as attorney-in-fact for Christina W. Kimball, Trustee | ||||
Date: December 1, 2010 | /s/ Kurt M. Swenson | |||
Kurt M. Swenson, as attorney-in-fact for Richard C. Kimball, joint tenant | ||||
Date: December 1, 2010 | /s/ Kurt M. Swenson | |||
Kurt M. Swenson, as attorney-in-fact for Christina W. Kimball, joint tenant | ||||
Date: December 1, 2010 | /s/ Kurt M. Swenson | |||
Kurt M. Swenson, as attorney-in-fact for Charles M. Waite | ||||
Date: December 1, 2010 | /s/ Kurt M. Swenson | |||
Kurt M. Swenson, as attorney-in-fact for Karen Swenson | ||||
LOIS S. MOORE REVOCABLE TRUST
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Date: December 1, 2010 | By: | /s/ Kurt M. Swenson | ||
Kurt M. Swenson, as attorney-in-fact for Lois S. Moore, Trustee | ||||
Date: December 1, 2010 | /s/ Kurt M. Swenson | |||
Kurt M. Swenson, as attorney-in-fact for Peter B. Moore | ||||
Date: December 1, 2010 | /s/ Kurt M. Swenson | |||
Kurt M. Swenson, as attorney-in-fact for Peter A. Friberg | ||||
Date: December 1, 2010 | /s/ Kurt M. Swenson | |||
Kurt M. Swenson, as attorney-in-fact for Guy A. Swenson, III | ||||
Date: December 1, 2010 | /s/ Kurt M. Swenson | |||
Kurt M. Swenson, as attorney-in-fact for Jon M. Gregory | ||||
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