Swenson Granite to buy Rock of Ages in cash deal for $39 million

first_imgKurt M. Swenson (7) ** *Pamela G. Sheiffer** AME AND ADDRESS OF BENEFICIAL OWNER (1) – 5,000 – PERCENT OF CLASS NUMBER (2) 15,000 38.8% 6.5% 144,875 Kevin C. Swenson (6)47 Straws Point RoadRye, NH 03870 – Kuby Gottlieb Special Value Fund, LP(4)20 North Wacker Drive, Suite1416Chicago, IL 60606 3.2% 35,000 – Robert Pope46 Grand View Farm RoadBarre, VT 05641-8335 – 17.5% NUMBER *Frederick E. Webster Jr.** – *James L. Fox** 29,126 1,005,000 1,023,489 5.3% Dimensional Fund Advisors, Inc (5) 1299 Ocean Avenue Santa Monica, CA 90401 1,063,252 – 159,875 – 19.5%Richard C. Kimball ** 39.3% – 29,126 29,200 – 5,000 – North Star Investment Management Corp. (3)20 North Wacker Drive, Suite 1416Chicago, IL 60606 22.9% – 45,000 739,551 8.8% 15.4% 1.1% 312,531 *All directors and executive officers as a group (9 persons) – – – SHARES OF CLASS B COMMON STOCK BENEFICIALLY OWNED 38.6% – 72,126 – PERCENT OF  CLASS (2) *Laura A. Plude (10)** Rock of Ages Corporation,Rock of Ages Corporation (NASDAQ:ROAC), based in Barre, announced Monday that it has entered into a definitive merger agreement with Swenson Granite Company LLC, based in Concord, NH. Shareholders of Rock of Ages will receive $5.25 per share in cash, valued at about $39 million, and Swenson Granite will acquire 100 percent ownership of Rock of Ages.What this means for employment in Vermont is unknown at this time. Rock of Ages employs 230, according to Vermont Business Magazine. Net revenues in 2009 were $21,682,316. Net income was $802,324, or $.11 per share. The company lost over $2 million in 2008, or $.28 per share. Rock of Ages stock went up nearly 26 percent following the announcement on Monday, up $1.06 to $5.16. Its 52-week high-low is $2.65-$5.16. In May, Swenson Granite offered an unsolicited bid of $4.38 per share. At least one shareholder balked at the sale. Rock of Ages reported in an SEC filing following the merger announcement in May that: “A purported shareholder of Rock of Ages has commenced a purported class action lawsuit against Rock of Ages.” The shareholder was unnamed. However, institutional investors North Star Investment Management Corp and Kuby Gottlieb Special Value Fund, LP of Chicago, which own together 24.2 percent of the Class A shares, sent a letter in June (SEE BELOW) to the Rock of Ages board suggesting that the initial proposal undervalued the company, whose financial situation had rebounded somewhat in the last year. Peter Gottlieb and Eric Kuby subsequently sent a letter to the Board Tuesday (October 19, 2010) lending their approval to the sale. Kuby Gottlieb wrote in part: “Whereas we recognize that the proposal offers liquidity and premium to the previously depressed stock price, we believe that the true value of the company is substantially higher. We have been patient investors in the company for almost nine years and believe that the company is finally in a position to generate the levels of profits that initially attracted us to their shares.”Rock of Ages announced on August 10 that net income for the second quarter of 2010 increased 9 percent to $1,561,000, or $.21 per share, which included costs associated with “the exploration of strategic options” and shareholder lawsuit expenses of $493,000, or $0.07 per share. For the second quarter of 2009, net income was $1,433,000, or $.19 per share. Revenue for this year’s second quarter increased 2 percent to $14,663,000 compared to $14,424,000 for the second quarter of 2009.Swenson Granite’s Chairman Kurt Swenson is the former CEO of Rock of Ages and is its non-executive board chairman. Kurt Swenson and his brother Kevin Swenson are the largest individual shareholders, representing nearly 40 percent of voting shares. Together and with other associates they control about 81 percent of the voting shares. Swenson Granite had been Rock of Ages’ parent company until the company went private in 1997 under the Rock of Ages tradename and based in Barre. In a statement announcing the deal, the company said: “The Rock of Ages Board of Directors, based in part on the unanimous recommendation of a special committee of three Rock of Ages independent directors, unanimously adopted, and recommends that shareholders of the Company vote for approval of, the merger agreement. The special committee’s independent financial advisor has delivered an opinion to the effect that the $5.25 per share to be received by Rock of Ages shareholders in the merger is fair, from a financial point of view, to such shareholders. The $5.25 per share price represents a 57% premium to the average closing price of Rock of Ages Class A common stock for the 30 days prior to the May 7, 2010 announcement of Swenson Granite’s initial proposal to acquire 100% ownership of Rock of Ages, and a 84% premium to the average closing price for the 12 months prior to the May 7, 2010 announcement.”Consummation of the merger is conditioned upon, in addition to approval of the merger agreement by the majority vote of Rock of Ages’ Class A and Class B common stock, voting together, approval by a majority of the outstanding shares of Class A common stock, excluding shares held by members of Swenson Granite. Rock of Ages will schedule a special meeting of its shareholders for the purpose of obtaining shareholder approval of the merger agreement.”Kurt Swenson, the Chairman of Swenson Granite and non-executive Chairman of Rock of Ages, together with his brother, Kevin Swenson, Vice President of Swenson Granite, and Robert Pope, President and Chief Executive Officer of Swenson Granite, own approximately 71% of Swenson Granite. They, along with certain other members of Swenson Granite who are also Rock of Ages shareholders, have agreed with Swenson Granite to vote their shares, representing approximately 81% of the total voting power of all Rock of Ages shares, in favor of approval of the merger agreement.”The merger agreement includes various other customary conditions, but does not contain a financing condition. People’s United Bank and Key Bank, National Association have committed, subject to customary conditions, to provide debt financing for the transaction.”Prior to the merger, Kurt Swenson, Kevin Swenson, Robert Pope and certain other members of Swenson Granite who are also shareholders of Rock of Ages, will contribute to Swenson Granite a total of 258,326 Class A shares and 2,449,793 Class B shares of Rock of Ages in exchange for additional shares of membership interest in Swenson Granite, and will not receive the $5.25 per share cash merger price for those Rock of Ages shares.”Covington Associates, LLC served as financial advisor to the special committee of the Rock of Ages board of directors and Skadden, Arps, Slate, Meagher & Flom LLP served as legal advisor to the special committee. Sheehan Phinney Bass + Green PA served as legal counsel to Swenson Granite.” About Rock of AgesRock of Ages (www.RockofAges.com(link is external)) is the largest integrated granite quarrier and manufacturer of finished granite memorials and granite blocks for memorial use in North America. Its 600-foot deep quarry in Graniteville is a popular tourist destination.Forward-Looking StatementsThis press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations about future events. These statements are not guarantees of future events and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual events may differ materially from what is expressed in such forward-looking statements due to numerous factors. A statement containing an expectation or prediction as to the consummation of the merger is just an example of a forward-looking statement. Some factors that could realistically cause events to differ materially from those predicted in the forward-looking statements include the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement with Swenson Granite Company LLC (’Swenson Granite’); the outcome of any legal proceedings that have been, or may be, instituted against Rock of Ages related to the merger agreement; the inability to complete the merger due to the failure to obtain shareholder approval for the merger or the failure to satisfy other conditions to completion of the merger; and the failure of Swenson Granite to obtain the necessary financing arrangements relating to the merger. Further information and risks regarding factors that could affect our business, operations, financial results or financial positions are discussed from time to time in Rock of Ages’ Securities and Exchange Commission filings and reports. Such forward-looking statements speak only as of the date on which they are made, and Rock of Ages does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release, except as may be required under the federal securities laws.About the Proposed TransactionIn connection with the proposed merger, Rock of Ages will file a proxy statement with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed by Rock of Ages from the Securities and Exchange Commission’s Web site athttp://www.sec.gov(link is external). The proxy statement and such other documents may also be obtained for free from Rock of Ages’ website at http://www.rockofages.com(link is external) or by directing such request to Rock of Ages Corporation, Chief Financial Officer, 560 Graniteville Road, Graniteville, Vermont 05654, telephone: (802) 476-3115.Rock of Ages and its directors, executive officers and certain other members of its management and employees may be deemed to be participants in the solicitation of proxies from its shareholders in connection with the proposed merger. Information regarding the interests of Rock of Ages’ participants in the solicitation will be included in the proxy statement relating to the proposed merger when it becomes available. Additional information regarding Rock of Ages’ directors and executive officers is also included in Rock of Ages’ proxy statement for its 2010 Annual Meeting of Stockholders, which was filed with the SEC on July 19, 2010. This document is available free of charge from the SEC’s Web site at www.sec.gov(link is external), from Rock of Ages’ website at http://www.rockofages.com(link is external) or by directing such request to Rock of Ages Corporation, Chief Financial Officer, 560 Graniteville Road, Graniteville, Vermont 05654, telephone: (802) 476-3115. Source: BARRE, Vt.–(BUSINESS WIRE)–10.18.20102 Shareholder Letters (Gottlieb and Kuby)October 19, 2010A letter, dated October 19, 2010 was sent from North Star InvestmentManagement Corporation to Rock of Ages Corporation via Express Delivery:-October 19, 2010The Board of DirectorsAttn: Richard C. Kimball, SecretaryRock of Ages Corp.560 Graniteville RoadGraniteville, VT 05654Dear Sirs & Madam,North Star Investment Management Corporation is in support of the recently announced $ 5.25 a share merger agreement between Rock of Ages Corporation and Swenson Granite Corporation. Noth Star Investment Corporation intends to vote in favor of the merger and tender the shares for which the Firm holds voting authority.Clients of Noth Star Investment Management Corporation affiliates may own shares of Rock of Ages Corporation. North Star Investment Management Corporation does not have dispositive or voting power of these shares. These clients may or may not retain ownership in Rock of Ages Corporation, vote in favor of the proposed transaction or tender their shares.Sincerely,__________________________ __________________________Peter Gottlieb Eric KubySignatureAfter reasonable inquiry and to the best of my knowledge and belief,I certify that the information set forth in this statement is true,complete and correct.Dated: October 19, 2010NORTH STAR INVESTMENT MANAGEMENT CORP.By: /S/ PETER D. GOTTLIEB———————————-PETER D. GOTTLIEB, President & CEOBy: /S/ PETER G. CONTOS II———————————-PETER G. CONTOS IIJune 28, 2010The Board of DirectorsAttn: Richard C. Kimball, SecretaryRock of Ages Corp.560 Graniteville RoadGraniteville, VT 05654Dear Sirs & Madam,At this point we are undecided as to the merits of the May 6, 2010unsolicited proposal by Swenson Granite Company, LLC to purchase alloutstanding shares of Rock of Ages Corporation Common stock for a priceof $4.38 per share in cash. Whereas we recognize that the proposal offersliquidity and premium to the previously depressed stock price, we believethat the true value of the company is substantially higher. We have beenpatient investors in the company for almost nine years and believe thatthe company is finally in a position to generate the levels of profitsthat initially attracted us to their shares. We are encouraged that theSpecial Committee of Independent Rock of Ages Directors has engagedCovington Associates LLC as its financial advisor to assist it in exploringtheir strategic options including the Swenson Granite proposal. We lookforward to the results of the process that will recognize the fullpotential of the company s assets and will reward all shareholders. Pleasefeel free to contact us if you wish to discuss this matter further.Sincerely,__________________________ __________________________Peter Gottlieb Eric Kuby 1,346,326 – *Donald Labonte (8)** 1,023,489 1.1% 5,000 1.5%Charles M. Waite ** 1,135,000 From ROA Proxy statement July 9, 2010 SHARES OF CLASS A COMMON STOCK BENEFICIALLY OWNED *Paul H. Hutchins(9)** 423,986last_img read more

Thousands Mourn NYPD Officer Brian Moore on Long Island

first_imgSign up for our COVID-19 newsletter to stay up-to-date on the latest coronavirus news throughout New York Thousands of officers from the tri-state area and beyond descended on Seaford on Friday for the funeral of NYPD Officer Brian Moore, a five-year veteran of the force tragically killed while patrolling in Queens last weekend.A dense fog that lingered for most of the morning eventually gave way and the sun finally cracked through as busloads of officers streamed into Saint James Roman Catholic Church. Outfitted in their Dress Blues, officers stood shoulder-to-shoulder under a brilliant azure sky, ready to pay respects to their fallen brother.“He was the man that walked in the room and made you laugh,” said Pat Lynch, president of the New York City Police Benevolent Association. “But after you were done laughing, you went out in the street and he was serious about his work, following in his father and uncle’s footsteps—truly blue bloods.”Officer Moore, 25, who lived at home with his parents in Massapequa, was gunned down in Queens Village just after 6 p.m. Saturday. Police said 35-year-old Demetrius Blackwell, an ex-con, allegedly fired multiple shots into Moore’s unmarked patrol car. Moore was struck in the head. His partner, also seated in the car, wasn’t injured.Friday’s funeral capped an emotional week for the Moore family.The enormous sea of officers, including family and friends of the fallen cop, fell silent as a police motorcade led Moore’s hearse from the funeral home to the church, followed closely by limos holding his heartbroken family.Moore’s father, an ex-NYPD Sergeant, became overcome with grief as his son’s NYPD flag-draped casket was carried into the church.NYPD Officer Brian Moore’s NYPD flag-draped casket being carried into St. James Roman Catholic Church in Seaford. (Rashed Mian/Long Island Press)The mass was led by Monsignor Robert J. Romano, an NYPD chaplain, who told Moore’s parents that “we are here to let you know that we are with you,” adding that “millions” across the country were also thinking of the family.“We are here to console you because your pain is our pain,” he said, “your loss is our loss.”Of the tens of thousands of cops who made it their duty to pay their respects, Romano said, “they are here to honor Brian Moore.“We will never forget Brian,” he added. “He has left an indelible mark on all those who were close to him.”Moore was a brave and honorable cop who was living his boyhood dream of wearing NYPD blue, inspired by both his father and his uncle, speakers said. He was a doting son who made it his mission to spend every Monday—his day off—with his beloved mother, whom he adored dearly. Moore not only followed the path his father once traveled but he also adopted his father’s allegiance to the Baltimore Orioles, a rival of the hometown Yankees. And he was deeply devoted to his German Shepherd, Smoky, a family pet he cherished.Most of all, speakers said, Moore was a cop’s cop with a passion and a sixth sense to sniff out crime. He made more than 150 arrests in his short career, and he was quickly promoted to the NYPD’s anti-crime team.“He led a life that was very short,” but he accomplished “wonderful and great things,” Romano told the packed church.Moore was only 17 years old when he first took and passed the NYPD entrance exam, said New York City Mayor Bill de Blasio.“He devoted his whole being to the job,” de Blasio said, adding that “he knew that he was making the city safer.”NYPD Commissioner Bill Bratton grew emotional at times during his speech, particularly toward its conclusion when, his voice cracking, he posthumously promoted Moore to detective. The announcement prompted a thunderous applause from inside the church, a wave of intense emotion that swept outside and poured into nearby streets, where police officers and members of the community also acknowledged Bratton’s remarks.Not only did Moore dream of being a cop, Bratton said, he also dreamed of catching bad guys and taking them off the streets.As one person who knew Moore told the commissioner, Bratton recalled, “he never showed up at work with the ‘why do I have to be here puss?’”Behind the badge was a jokester with an infectious smile, Bratton said. The commissioner reported a recent visit Moore had had with his grandmother when the young officer asked her, “’Grandma, I thought this was a party. Where are the shots?’“We need more like him,” a somber Bratton said. “We all need to be more like him.”Blue ribbons like this one were placed along the church and surrounding houses to pay tribute to the slain officer. (Rashed Mian/Long Island Press)After the mass, which lasted more than an hour, Moore’s family streamed outside and was met by a silent sea of blue, all saluting the fallen officer. The silence was broken up briefly by police choppers soaring above. Moore’s parents and his sister held each other with firm grips as tears streamed down their faces. Moore’s father dipped his head several times and clutched his daughter while bidding goodbye to a son who wanted so bad to be like his dad. The green-and-white NYPD flag draped over Moore’s casket was presented to his grief-stricken mother, prompting more tears.Nine police helicopters—representing the NYPD’s Missing Man Formation—flew over the church, cutting through the silence.Then Moore’s casket was loaded into the hearse, which would take him to his final resting place, Saint Charles Cemetery in Farmingdale.Since his death, the community where Moore grew up has remained in a state of mourning, essentially in shock that an officer so young with so much pride in his job was taken so early.“Unfortunately it takes a tragedy like this to remind [people] what an outstanding job cops do,” U.S. Rep. Peter King (R-Seaford) said outside the church. “My hopes and prayers go out to his family.”Those neighbors living in homes near the church chose to decorate their facades with blue ribbons in honor of the slain officer. Many peered over a wall of officers from their porches to catch a glimpse of the sorrow-filled funeral.“We are a local community, we wanted to support Police Officer Moore and his family,” said 50-year-old Diane Carrino, of Seaford, whose five-year-old son held a sign that read: “THANK YOU FOR ALL YOU DO, NYPD WE LOVE YOU.”Carrino also said the day served as a lesson for her young son.“We wanted to teach our children the importance of the police,” she said.Rick and Susan Seymour of Levittown took up positions in the church’s parking lot. The couple has two nephews in the NYPD, one of whom works in a precinct that neighbors the 105th precinct where Moore worked. He was one of the fist officers who responded to the call of Moore’s shooting, they said.Seymour said the show of support around the community and from officers who never knew Moore was “uplifting.”“It shows that there’s still solidarity and strength and camaraderie, which is important for them,” he said.Officers from as far away as California and Louisiana, Chicago and Boston and a host of other places traveled to Long Island to bid farewell to the fallen offficer. Blue ribbons hung from trees dotting the freshly manicured lawns outside the church’s entrance, and pink and purple wreaths ornamented the church’s doors.Police set up large screens outside the church so the hundreds of officers on hand could watch the proceedings.The screens also provided a heart-breaking reminder of why everyone had gathered, featuring Moore’s boyish NYPD photo and a police badge wrapped in a blue ribbon.“1989-2015,” the screen read.last_img read more

Runaway Bay mansion sells for $4.85 million after a year and a half on the market

first_imgMore from news02:37Purchasers snap up every residence in the $40 million Siarn Palm Beach North10 hours ago02:37International architect Desmond Brooks selling luxury beach villa1 day ago2 Anglers Esp, Runaway Bay.There is something attention-grabbing wherever you look– from limestone walls and recycled timber beams in the living areas to the inverted pyramid ceiling and polished floors.“The front door is from Morocco and the outdoor sink, it was a rice washing sink from Indonesia that we converted,” Ms Quinn told the Bulletin when the house first hit the market.“I’d say I’ve got eclectic taste and it really creates a home out of a house.”The four-bedroom house had been on the market with different agencies since June, 2015. It had a price tag of $5 million.Savills Qld agent Lisa Halpin negotiated the sale to a Gold Coast buyer. 2 Anglers Esp, Runaway Bay. 2 Anglers Esp, Runaway Bay sold for $4.85 million.AN ECLECTIC Gold Coast mansion on the market for a year and half has sold for $4.85 million.The Runaway Bay property at 2 Anglers Esplanade was owned by Vee Quinn.Mrs Quinn and husband Tom own OzKleen, are the force behind the Shower Power brand.They used the wealth it generated to build their dream home overlooking the Broadwater at Runaway Bay. 2 Anglers Esp, Runaway Bay. 2 Anglers Esp, Runaway Bay.last_img read more

F-M, CBA football moves to Class AA for 2020 season

first_imgJust six teams played Class A football a season ago. Now that total nearly doubles with the arrival of F-M and CBA and the return of both J-D and Fulton, who also was in the Developmental League last fall.Grouping CBA, ESM and J-D together, the Class A American division also has Auburn and Indian River. F-M is part of a National division where Fulton, Whitesboro, Central Square and Carthage fill out the roster.Bishop Grimes remains in eight-man football, where Adirondack is new, Sherburne-Earlville and Altmar-Parish-Williamstown have left and Weedsport remains, as does Cooperstown, Morrisville-Eaton, South Lewis, West Canada Valley and Pulaski. There’s also a new schedule, which starts later and finishes later and could involve as many as nine regular-season games, depending on events of the next couple of months.Practices for all teams begin Aug. 24, with NYSPHSAA to vote in May on whether to allow teams to add a game to its schedule the first weekend of September without a scrimmage.Either way, the regular season follows, leading to possible playoff openers Oct. 30-31, sectional semifinals a week later and the sectional title games Nov. 13 and 15 at the refurbished Carrier Dome.Cicero-North Syracuse’s Bragman Stadium hosts the regional finals Nov. 19-20. Now the state semifinals are on Thanksgiving weekend, Nov. 27-28, with the state finals at the Dome on Dec. 4 and 5.Share this:FacebookTwitterLinkedInRedditComment on this Story Tags: CBAESMF-MfootballJ-Dcenter_img For nearly two decades, the Fayetteville-Manlius and Christian Brothers Academy football programs were part of the Class AA ranks, with varying degrees of success right up to CBA winning a state championship in 2004.Now they are both on their way to Class A, joining East Syracuse Minoa in a newly formed division while Jamesville-DeWitt returns to the Class A ranks following a 2019 season spent in the Developmental League.A massive realignment of Section III football at all levels was finalized earlier this week, reflecting changes in both school enrollment and the way the New York State Public High School Athletic Association classifies those schools for this sport.last_img read more