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Share Name | Share Symbol | Market | Type |
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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 |
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(a)(1) | Definitive 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 December 16, 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) | Letter to shareholders of Rock of Ages, filed with the SEC together with the Proxy Statement. | |
(a)(5) | 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). | |
(a)(7) | Press Release dated January 4, 2011 (filed as additional definitive proxy soliciting material on Schedule 14A dated January 4, 2011 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). | |
(c)(2) | Fairness Opinion presentation materials, dated as of October 15, 2010, prepared by Covington Associates, LLC | |
(c)(3) | Process Update presentation materials, dated as of July 8, 2010, prepared by Covington Associates, LLC | |
(c)(4) | Process Update presentation materials, dated as of August 4, 2010, prepared by Covington Associates, LLC | |
(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 | |
(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 | |
(c)(7) | Process Update presentation materials, dated as of September 8, 2010, prepared by Covington Associates, LLC | |
(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). | |
(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. | |
(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. | |
| Previously filed with the Schedule 13E-3 filed with the SEC on October 29, 2010. | |
| Previously filed with Amendment No. 1 to the Schedule 13E-3 filed with the SEC on December 1, 2010. | |
| Previously filed with Amendment No. 2 to the Schedule 13E-3 filed with the SEC on December 9, 2010. | |
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ROCK OF AGES CORPORATION
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Date: January 4, 2011 | By: | /s/ Laura Plude | |||
Laura Plude, Chief Financial Officer | |||||
SWENSON GRANITE COMPANY LLC
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Date: January 4, 2011 | By: | /s/ Kurt M. Swenson | |||
Kurt M. Swenson, Chairman | |||||
GRANITE ACQUISITION, LLC
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Date: January 4, 2011 | By: | /s/ Kurt M. Swenson | |||
Kurt M. Swenson, Manager | |||||
KURT M. SWENSON REVOCABLE TRUST OF 2000
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Date: January 4, 2011 | 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: January 4, 2011 | By: | /s/ Kurt M. Swenson | |||
Kurt M. Swenson, as attorney-in-fact for Kevin C. Swenson, Trustee | |||||
Date: January 4, 2011 | /s/ Kurt M. Swenson | ||||
Kurt M. Swenson, as attorney-in-fact for Robert L. Pope | |||||
Date: January 4, 2011 | /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: January 4, 2011 | 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: January 4, 2011 | By: | /s/ Kurt M. Swenson | ||
Kurt M. Swenson, as attorney-in-fact for Christina W. Kimball, Trustee | ||||
Date: January 4, 2011 | /s/ Kurt M. Swenson | |||
Kurt M. Swenson, as attorney-in-fact for Richard C. Kimball, joint tenant | ||||
Date: January 4, 2011 | /s/ Kurt M. Swenson | |||
Kurt M. Swenson, as attorney-in-fact for Christina W. Kimball, joint tenant | ||||
Date: January 4, 2011 | /s/ Kurt M. Swenson | |||
Kurt M. Swenson, as attorney-in-fact for Charles M. Waite | ||||
Date: January 4, 2011 | /s/ Kurt M. Swenson | |||
Kurt M. Swenson, as attorney-in-fact for Karen Swenson | ||||
LOIS S. MOORE REVOCABLE TRUST
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Date: January 4, 2011 | By: | /s/ Kurt M. Swenson | ||
Kurt M. Swenson, as attorney-in-fact for Lois S. Moore, Trustee | ||||
Date: January 4, 2011 | /s/ Kurt M. Swenson | |||
Kurt M. Swenson, as attorney-in-fact for Peter B. Moore | ||||
Date: January 4, 2011 | /s/ Kurt M. Swenson | |||
Kurt M. Swenson, as attorney-in-fact for Peter A. Friberg | ||||
Date: January 4, 2011 | /s/ Kurt M. Swenson | |||
Kurt M. Swenson, as attorney-in-fact for Guy A. Swenson, III | ||||
Date: January 4, 2011 | /s/ Kurt M. Swenson | |||
Kurt M. Swenson, as attorney-in-fact for Jon M. Gregory | ||||
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1 Year Rock OF Ages Chart |
1 Month Rock OF Ages Chart |
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