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

Colombia to Extradite Suspected Narcotics Trafficker To Venezuela

first_imgBy Dialogo November 11, 2010 MEXICO CITY – Harold Mauricio Poveda Ortega, a suspected cocaine trafficker, was arrested by Mexican authorities on Nov. 5. Poveda, a Colombian national who goes by the alias “El Conejo,” allegedly is the largest supplier of cocaine to the Beltrán Leyva cartel, according to the Federal Public Security Secretariat (SSP). Poveda, 37, is suspected of trafficking about 150 tons of cocaine into Mexico from 1998-2000, officials said. Poveda, who also used the alias of “Jonder Antonio Nieves Monsalve” to pass for a Venezuelan national, was taken into custody in a southern area of Mexico City. Mexican and United States officials exchanged information about Poveda throughout the investigation, according to the Mexican website Vanguardia.com.mx. Poveda is suspected of acquiring the cocaine from the Revolutionary Armed Forces of Colombia (FARC), officials said, according to the Colombian website El Colombiano.com. Peru: Shining Path suspected in police officer’s death Mexico: Harold Mauricio Poveda Ortega arrested LIMA, Peru – A police officer was killed and another was injured when suspected Shining Path members attacked a coca eradication team in a rural town in northern Peru, the Interior Ministry said. The attack occurred on Nov. 5 in the area of Guacamayo in the province of Tocache, where the officers and the eradication squad were camping for the night. The attack was in retaliation for the team destroying two makeshift cocaine laboratories in the area, officials said, according to EFE. One police officer was fatally shot in the chest and the second officer suffered a non-lethal injury in the leg by rebels, who didn’t suffer any losses during the raid, the Interior Ministry said. The Shining Path’s remaining members are based in the Upper Huallaga Valley under the command of Florindo Eleuterio Flores Hala, who goes by the alias of “Comrade Artemio,” and in the Valley of the Apurímac and Ene rivers (VRAE region) under the guidance of Víctor Quispe Palomino, alias “Comrade José.” The United States has issued a reward of up to US$5 million for information leading to either man’s capture, EFE reported. SANTO DOMINGO, Dominican Republic – The National Drug Control Directorate (DNCD) has arrested 57 people linked to a nationwide drug trafficking operation. Police seized 262 cocaine bags, 113 of marijuana, 50 of crack, 10 motorcycles, two guns and $17,903 in Domincan Republican pesos (US$484), according to the DNCD. Two men taken into custody are suspected of selling narcotics from a grocery store in La Romana, said Col. Alcides Ramón Rodríguez Veras, a DNCD spokesman, according to the Dominican Republic website Listindiario.com.do. Colombia: Army destroys 870 suspected FARC land mines center_img Dominican Republic: 57 arrested on drug-trafficking charges Mexico: Manuel Fernández Valencia arrested BOGOTÁ, Colombia – The Colombian government will extradite suspected narcotics trafficker Walid Makled to his native Venezuela, where he’ll face trial, officials said. President Juan Manuel Santos pledged during a recent meeting with Venezuelan President Hugo Chávez that Makled, who goes by the alias “The Turk,” would be sent to Venezuela, where he is wanted on drug charges. Makled was taken into custody in August in Colombia during a joint operation with the U.S. Drug Enforcement Administration. Makled and his brothers are accused of using the airline they ran as part of an operation to export 10 tons of cocaine monthly. Two years ago, police apprehended Makled’s three brothers after discovering 300 kilograms (660 pounds) of cocaine on a family ranch. Makled also has been charged in Venezuela in connection with the killings of Colombian drug kingpin Wilber Alirio Varela, lawyer and journalist Orel Zambrano and veterinarian Francisco Larrazábal, both Venezuelan nationals. BOGOTÁ, Colombia – The army destroyed 870 anti-personnel mines suspected of belonging to the Revolutionary Armed Forces of Colombia (FARC) in the department of Putumayo. The confiscation and destruction of the weapons, which are suspected of being the property of the FARC’s 32nd front, occurred in the municipality of Puerto Caicedo, according to a military statement. The troops also discovered more than 90 kilograms (198 pounds) of explosive materials and numerous syringes used to inject liquid during the manufacturing of improvised explosive devices, according to the Colombian website El Colombiano.com. MEXICO CITY – Manuel Fernández Valencia, who is suspected of working with one of the country’s most wanted drug kingpins to traffic eight tons of marijuana into the United States by the end of 2010, has been arrested, officials said. Fernández Valencia, an alleged member of the Sinaloa cartel, was apprehended after a 20-minute confrontation between police and gunmen, according to a Federal Police statement. Police also apprehended seven men suspected of working for the drug cartel, according to the statement. Fernández Valencia is suspected of working with cartel leader Joaquín Guzmán to traffic narcotics into the United States. Fernández Valencia has been sought for extradition by the United States since last year on narcotics-trafficking charges, according to The Associated Press. Guzmán and Ismael Zambada, who allegedly are the leaders of the Sinaloa cartel, are two of the country’s most wanted fugitives. Officials have offered a US$2 million reward for information leading to their locations.last_img read more

Own your own island in the Whitsundays for just $3.5m

first_imgYour own piece of paradise. Too good to be true. Great interiors. Your friends will love you for buying it. Totally self-sufficient. Cook up a storm. For the price of a home in Sydney.More from newsMould, age, not enough to stop 17 bidders fighting for this home2 hours agoBuyers ‘crazy’ not to take govt freebies, says 28-yr-old investor2 hours agoSavills’ agent Wayne Holmes is marketing it as “your very own island in the Whitsundays for the price of a Sydney home”.The island, one of 74 in the Whitsundays — most of which are uninhabited – is less than two kilometres from the mainland or about the distance of an Ironman event swim.It last sold for just under $1 million in January 2015, a bargain price that saw the owner then go on to undertake major renovations. Talk about wow factor.“There are many beautiful islands in the Whitsundays and the Coral Coast area of Queensland, but what sets Victor Island apart from the rest is that you can come ashore and literally drop your bags and start enjoying the lifestyle from that moment onwards,” according to Mr Holmes. “There are no renovations or repairs to be done. There is no infrastructure to create or equipment and furnishings to buy. All that work has been done and virtually all the equipment on the island is still under warranty.”The main house has king and queen ensembles in its four bedrooms as well as “unique retractable blade ceiling fans” and airconditioning in the master bedroom. 1 Victor Island, Whitsundays Queensland.FOR just $3.5 million, you could have your own island in the Whitsundays, with enough space for many boats — and even put it to work making money for you.Victor Island is just over three hectares (3.13ha) and has an updated four bedroom, two bathroom house, plus a fully renovated self-contained caretaker’s cottage. Could be a great bed and breakfast.The self-contained caretaker’s cottage has a new kitchen and bathroom, “making an ideal base from which to operate the licensed Bed & Breakfast from the main house, if desired”.“Sitting on the private white sandy beach you can see whales, dolphins and turtles, which sometimes nest on the beach. Some of the best fishing in Queensland can be had here including red emperor and barramundi, while oysters grow wild on the rocks, so you can go down there and chisel them off and throw them on the camp fire for dinner. There are many walking trails that wind their way throughout the island, plus plenty of birdlife to enjoy as well.”Victor Island is south of Mackay, and can be accessed via boat ramps across Grasstree Beach, Campwin Beach and Hay Point. according to Savills. Escape it all. Almost all the equipment is under warranty still. Everything included.last_img read more