SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Amendment No. 1
Under the Securities Exchange Act of 1934
Swenson Granite Company LLC
369 North State Street
Concord, NH 03301
(603) 225-2783
Authorized to Receive Notices and Communications)
Sheehan Phinney Bass + Green PA
1000 Elm Street
Manchester, NH 03101
(603) 668-0300
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following boxo.
NOTE:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. | 772632 10 5 |
1 | NAMES OF REPORTING PERSONS Swenson Granite Company LLC | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP | ||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
BK | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | -0- | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 2,858,494 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | -0- | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
2,708,119 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
2,858,494 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
39.4% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
OO |
2
CUSIP No. | 772632 10 5 |
1 | NAMES OF REPORTING PERSONS Kurt M. Swenson, as the sole trustee of the Kurt M. Swenson Revocable Trust of 2000 | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP | ||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United States | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 1,135,000 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | -0- | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 1,135,000 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
-0- | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
1,135,000 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
19.5% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
IN, OO |
3
CUSIP No. | 772632 10 5 |
1 | NAMES OF REPORTING PERSONS Kevin C. Swenson, as the sole trustee of the Kevin C. Swenson Revocable Trust of 1994 | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP | ||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United States | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 1,023,489 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | -0- | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 1,023,489 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
-0- | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
1,023,489 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
17.5% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
OO |
4
CUSIP No. | 772632 10 5 |
1 | NAMES OF REPORTING PERSONS Robert L. Pope and Nancy Pope | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP | ||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United States | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 165,268 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | -0- | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 165,268 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
-0- | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
165,268 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
3.3% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
IN |
5
CUSIP No. | 772632 10 5 |
1 | NAMES OF REPORTING PERSONS Richard C. Kimball and Christina W. Kimball, individually, jointly and as trustee of the Christina W. Kimball Revocable Trust 2/21/2001 | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP | ||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United States | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 72,126 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | -0- | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 72,126 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
-0- | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
72,126 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
1.5% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
IN, OO |
6
CUSIP No. | 772632 10 5 |
1 | NAMES OF REPORTING PERSONS Charles M. Waite | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP | ||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United States | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 45,000 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | -0- | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 45,000 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
-0- | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
45,000 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
0.9% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
IN |
7
CUSIP No. | 772632 10 5 |
1 | NAMES OF REPORTING PERSONS Karen Swenson | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP | ||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United States | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 34,807 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | -0- | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 34,807 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
-0- | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
34,807 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
0.7% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
IN |
8
CUSIP No. | 772632 10 5 |
1 | NAMES OF REPORTING PERSONS Lois S. Moore Revocable Trust | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP | ||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United States | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 152,712 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | -0- | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 152,712 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
-0- | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
152,712 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
3.1% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
OO |
9
CUSIP No. | 772632 10 5 |
1 | NAMES OF REPORTING PERSONS Peter B. Moore | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP | ||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United States | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 32,453 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | -0- | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 32,453 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
-0- | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
32,453 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
0.7% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
IN |
10
CUSIP No. | 772632 10 5 |
1 | NAMES OF REPORTING PERSONS Peter A. Friberg | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP | ||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United States | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 155,769 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | -0- | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 155,769 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
-0- | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
155,769 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
3.2% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
IN |
11
CUSIP No. | 772632 10 5 |
1 | NAMES OF REPORTING PERSONS Guy A. Swenson, III | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP | ||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United States | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 16,544 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | -0- | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 16,544 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
-0- | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
16,544 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
0.3% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
IN |
12
CUSIP No. | 772632 10 5 |
1 | NAMES OF REPORTING PERSONS Jon M. Gregory | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP | ||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United States | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 25,326 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | -0- | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 25,326 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
-0- | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
25,326 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
0.5% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
IN |
13
14
(a),(b) | This Statement is filed on behalf of Swenson Granite and certain other persons set forth below who may be considered to be acting as a group with Swenson Granite (the “Swenson Granite Group”). Swenson Granite is a limited liability company organized under Delaware law with a principal business address of 369 North State Street, Concord, NH 03301. | ||
Kurt Swenson is an individual with a business address of c/o Swenson Granite Company LLC, 369 North State Street, Concord, NH 03301. | |||
Kevin Swenson is an individual with a business address of c/o Swenson Granite Company LLC, 369 North State Street, Concord, NH 03301. | |||
Robert Pope and Nancy Pope are individuals with a business address of c/o Swenson Granite Company LLC, 369 North State Street, Concord, NH 03301. | |||
Richard C. Kimball and Christina W. Kimball are individuals with a business address of c/o Swenson Granite Company LLC, 369 North State Street, Concord, NH 03301. | |||
Charles M. Waite is an individual with a business address of c/o Swenson Granite Company LLC, 369 North State Street, Concord, NH 03301. | |||
Karen Swenson is an individual with a business address of c/o Swenson Granite Company LLC, 369 North State Street, Concord, NH 03301. | |||
Lois S. Moore Revocable Trust is a common law trust with a business address of c/o Swenson Granite Company LLC, 369 North State Street, Concord, NH 03301. | |||
Peter B. Moore is an individual with a business address of c/o Swenson Granite Company LLC, 369 North State Street, Concord, NH 03301. | |||
Peter A. Friberg is an individual with a business address of c/o Swenson Granite Company LLC, 369 North State Street, Concord, NH 03301. | |||
Guy A. Swenson, III is an individual with a business address of c/o Swenson Granite Company LLC, 369 North State Street, Concord, NH 03301. | |||
Jon Gregory is an individual with a business address of c/o Swenson Granite Company LLC, 369 North State Street, Concord, NH 03301. |
15
(c) | Kurt Swenson is the non-executive Chairman of the Board of Swenson Granite and of the Company. | ||
Kevin Swenson is the Treasurer, Secretary and a Senior Vice President and a director of Swenson Granite. | |||
Robert Pope is the President and Chief Executive Officer and a director of Swenson Granite. Nancy Pope is his wife. | |||
Richard C. Kimball is a Senior Adviser of The Bigelow Company, Inc., a financial advisory and investment banking firm, and a director of the Company. Christina W. Kimball is his wife. | |||
Charles M. Waite is the managing partner of Chowning Partners, a financial consulting firm, and retired as a director of the Company after the 2010 annual meeting on August 12, 2010. | |||
Karen Swenson is retired. | |||
Lois S. Moore is retired. | |||
Peter B. Moore is an engineer in private industry. | |||
Peter A. Friberg is a Vice President of the Company. | |||
Guy A. Swenson, III is a consulting hydrogeologist. | |||
Jon M. Gregory is retired. | |||
(d) | Neither Swenson Granite nor any member of the Swenson Granite Group has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | ||
(e) | Neither Swenson Granite nor any member of the Swenson Granite Group has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | ||
(f) | Each of the members of the Swenson Granite Group is a United States citizen. |
16
Name | Class A Shares | Class B Shares | ||||||
Kurt M. Swenson, as sole trustee of the Kurt M. Swenson Revocable Trust of 2000 | 130,000 | 1,005,000 | ||||||
Kevin C. Swenson, as the sole trustee of The Kevin C. Swenson Revocable Trust of 1994 | — | 1,023,489 | ||||||
Robert L. Pope and Nancy Pope | 15,000 | 150,268 | ||||||
Richard C. Kimball and Christina W. Kimball, individually, jointly, and Christina Kimball as trustee of the Christina W. Kimball Revocable Trust 2/21/2001 | 72,126 | — |
17
Name | Class A Shares | Class B Shares | ||||||
Charles M. Waite | 15,874 | 29,126 | ||||||
Karen Swenson | — | 34,807 | ||||||
Lois S. Moore Revocable Trust | — | 152,712 | ||||||
Peter B. Moore | — | 32,453 | ||||||
Peter A. Friberg | — | 5,394 | ||||||
Guy A. Swenson, III | — | 16,544 | ||||||
Jon Gregory | 25,326 | — | ||||||
Totals | 258,326 | 2,449,793 |
18
(a) | In connection with the execution of the Merger Agreement, each of the members of the Swenson Granite Group executed and delivered to Swenson Granite a Contribution Agreement, in the form attached hereto asExhibit 1 (together, the “Contribution Agreements”), by which such |
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person agreed to contribute to Swenson Granite, shortly prior to the effective time of the Merger, and if and only if the Merger is to occur, the number of shares of Class A Common Stock and Class B Common Stock set forth in Item 3 above and beneficially owned by such person, in exchange for the issuance to such person of additional shares of membership interest in Swenson Granite. The Contribution Agreements include an irrevocable power of attorney to contribute the shares as provided in the agreements. As a result of the Contribution Agreements, Swenson Granite may be deemed to have the shared power to dispose or direct the disposition of an aggregate of 258,326 shares of Class A Common Stock and 2,449,793 shares of Class B Common Stock held by the members of the Swenson Granite Group, representing 37.3% of the outstanding Class A Common Stock (based on the number of outstanding shares specified in the Merger Agreement), assuming that all shares of Class B Common Stock held by each person in the Swenson Granite Group are converted into shares of Class A Common Stock but the shares of Class B Common Stock held by any other person are not so converted. It is not contemplated that shares of Class B Common Stock held by members of the Swenson Granite Group will actually be converted into Class A Common Stock prior to the Merger. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, all shares of Common Stock contributed to Swenson Granite will be canceled. | |||
Kurt Swenson beneficially owns 1,135,000 shares of Class A Common Stock, including 1,005,000 shares of Class B Common Stock currently convertible into shares of Class A Common Stock, representing 19.5% of the outstanding Class A Common Stock, assuming that his shares of Class B Common Stock are converted into shares of Class A Common Stock but the shares of Class B Common Stock held by any other person are not so converted. | |||
Kevin Swenson beneficially owns 1,023,489 shares of Class A Common Stock, through his beneficial ownership of an equal number of shares of Class B Common Stock currently convertible into shares of Class A Common Stock, representing 17.5% of the outstanding Class A Common Stock, assuming that his shares of Class B Common Stock are converted into shares of Class A Common Stock but the shares of Class B Common Stock held by any other person are not so converted. | |||
Robert Pope and Nancy Pope together beneficially own 165,268 shares of Class A Common Stock, including 150,268 shares of Class B Common Stock currently convertible into shares of Class A Common Stock, representing 3.3% of the outstanding Class A Common Stock, assuming that their shares of Class B Common Stock are converted into shares of Class A Common Stock but the shares of Class B Common Stock held by any other person are not so converted. |
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Richard Kimball and Christina Kimball together beneficially own 72,126 shares of Class A Common Stock, representing 1.5% of the outstanding Class A Common Stock. | |||
Charles Waite beneficially owns 45,000 shares of Class A Common Stock, including 29,126 shares of Class B Common Stock currently convertible into shares of Class A Common Stock, representing 0.9% of the outstanding Class A Common Stock, assuming that his shares of Class B Common Stock are converted into shares of Class A Common Stock but the shares of Class B Common Stock held by any other person are not so converted. | |||
Karen Swenson beneficially owns 34,807 shares of Class A Common Stock, through her beneficial ownership of an equal number of shares of Class B Common Stock currently convertible into shares of Class A Common Stock, representing 0.7% of the outstanding Class A Common Stock, assuming that her shares of Class B Common Stock are converted into shares of Class A Common Stock but the shares of Class B Common Stock held by any other person are not so converted. | |||
Lois S. Moore Revocable Trust beneficially owns 152,712 shares of Class A Common Stock, through its beneficial ownership of an equal number of shares of Class B Common Stock currently convertible into shares of Class A Common Stock, representing 3.1% of the outstanding Class A Common Stock, assuming that its shares of Class B Common Stock are converted into shares of Class A Common Stock but the shares of Class B Common Stock held by any other person are not so converted. | |||
Peter Moore beneficially owns 32,453 shares of Class A Common Stock, through his beneficial ownership of an equal number of shares of Class B Common Stock currently convertible into shares of Class A Common Stock, representing 0.7% of the outstanding Class A Common Stock, assuming that his shares of Class B Common Stock are converted into shares of Class A Common Stock but the shares of Class B Common Stock held by any other person are not so converted. | |||
Peter A. Friberg beneficially owns 155,769 shares of Class A Common Stock, including 5,394 shares of Class B Common Stock currently convertible into shares of Class A Common Stock, representing 3.2% of the outstanding Class A Common Stock, assuming that his shares of Class B Common Stock are converted into shares of Class A Common Stock but the shares of Class B Common Stock held by any other person are not so converted. |
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Guy Swenson, III beneficially owns 16,544 shares of Class A Common Stock, through his beneficial ownership of an equal number of shares of Class B Common Stock currently convertible into shares of Class A Common Stock, representing 0.3% of the outstanding Class A Common Stock, assuming that his shares of Class B Common Stock are converted into shares of Class A Common Stock but the shares of Class B Common Stock held by any other person are not so converted. | |||
Jon Gregory beneficially owns 25,326 shares of Class A Common Stock, representing 0.5% of the outstanding Class A Common Stock. | |||
(b) | In connection with the execution of the Merger Agreement, each of the members of the Swenson Granite Group executed and delivered to Swenson Granite a Voting Agreement, dated as of October 18, 2010, in the form attached hereto asExhibit 3 (together, the “Voting Agreements”), by which such person agreed to vote or grant a proxy to vote, or execute a written consent with respect to, all of the shares of Class A Common Stock and Class B Common Stock owned beneficially and/or of record by the person, (i) in favor of the Merger and (ii) against any other acquisition proposal involving the Company or any other transaction that is intended to or could reasonably be expected to materially impede, interfere with or prevent the consummation of the Merger. The Voting Agreements include a stand-by irrevocable proxy granted to Swenson Granite. As a result of the Voting Agreements, Swenson Granite may be deemed to have the shared power to vote or direct the vote of 2,858,494 shares of Class A Common Stock held by the members of the Swenson Granite Group, including 2,449,793 shares of Class B Common Stock currently convertible into shares of Class A Common, representing 39.4% of the outstanding Class A Common Stock, assuming that all shares of Class B Common Stock held by the group are converted into shares of Class A Common Stock but the shares of Class B Common Stock held by any other person are not so converted. Information with respect to the power of the Swenson Granite Group to dispose of or direct the disposition of shares of Class A Common Stock is described in Item 5(a) above. The Voting Agreements include a power of attorney granted to Kurt Swenson by each member of the Swenson Granite Group to execute and file amendments to this Statement. | ||
Since the shares of Class B Common Stock have the right to ten votes per share, while the shares of Class A Common Stock are entitled to a single vote per share, the members of the Swenson Granite Group have the power to vote 24,906,631 of the 30,849,552 votes, or 80.7%, in the group of all Company shareholders. | |||
Kurt Swenson has the sole power to vote or direct the vote of 1,135,000 shares of Class A Common Stock, including 1,005,000 shares of Class B |
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Common Stock currently convertible into shares of Class A Common Stock, shared power to vote or direct the vote of no shares of Class A Common Stock, sole power to dispose or to direct the disposition of 1,135,000 shares of Class A Common Stock, including 1,005,000 shares of Class B Common Stock currently convertible into shares of Class A Common Stock, and shared power to dispose or direct the disposition of no shares of Class A Common Stock. | |||
Kevin Swenson has the sole power to vote or direct the vote of 1,023,489 shares of Class A Common Stock, through his beneficial ownership of an equal number of shares of Class B Common Stock currently convertible into shares of Class A Common Stock, shared power to vote or direct the vote of no shares of Class A Common Stock, sole power to dispose or to direct the disposition of 1,023,489 shares of Class A Common Stock, through his beneficial ownership of an equal number of shares of Class B Common Stock currently convertible into shares of Class A Common Stock, and shared power to dispose or direct the disposition of no shares of Class A Common Stock. | |||
Robert Pope and Nancy Pope together have the sole power to vote or direct the vote of 165,268 shares of Class A Common Stock, including 150,268 shares of Class B Common Stock currently convertible into shares of Class A Common Stock, shared power to vote or direct the vote of no shares of Class A Common Stock, sole power to dispose or to direct the disposition of 165,268 shares of Class A Common Stock, including 150,268 shares of Class B Common Stock currently convertible into shares of Class A Common Stock, and shared power to dispose or direct the disposition of no shares of Class A Common Stock. | |||
Richard C. Kimball and Christine W. Kimball together have the sole power to vote or direct the vote of 72,126 shares of Class A Common Stock, shared power to vote or direct the vote of no shares of Class A Common Stock, sole power to dispose or to direct the disposition of 72,126 shares of Class A Common Stock and shared power to dispose or direct the disposition of no shares of Class A Common Stock. | |||
Charles Waite has the sole power to vote or direct the vote of 45,000 shares of Class A Common Stock, including 29,126 shares of Class B Common Stock currently convertible into shares of Class A Common Stock, shared power to vote or direct the vote of no shares of Class A Common Stock, sole power to dispose or to direct the disposition of 45,000 shares of Class A Common Stock, including 29,126 shares of Class B Common Stock currently convertible into shares of Class A Common Stock, and shared power to dispose or direct the disposition of no shares of Class A Common Stock. |
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Karen Swenson has the sole power to vote or direct the vote of 34,807 shares of Class A Common Stock, through her beneficial ownership of an equal number of shares of Class B Common Stock currently convertible into shares of Class A Common Stock, shared power to vote or direct the vote of no shares of Class A Common Stock, sole power to dispose or to direct the disposition of 34,807 shares of Class A Common Stock, through her beneficial ownership of an equal number of shares of Class B Common Stock, and shared power to dispose or direct the disposition of no shares of Class A Common Stock. | |||
Lois S. Moore Revocable Trust has the sole power to vote or direct the vote of 152,712 shares of Class A Common Stock, through its beneficial ownership of an equal number of shares of Class B Common Stock currently convertible into shares of Class A Common Stock, shared power to vote or direct the vote of no shares of Class A Common Stock, sole power to dispose or direct the disposition of 152,712 shares of Class A Common Stock, through its beneficial ownership of an equal number of shares of Class B Common Stock, and shared power to dispose or direct the disposition of no shares of Class A Common Stock. | |||
Peter B. Moore has the sole power to vote or direct the vote of 32,453 shares of Class A Common Stock, through his beneficial ownership of an equal number of shares of Class B Common Stock currently convertible into shares of Class A Common Stock, shared power to vote or direct the vote of no shares of Class A Common Stock, sole power to dispose or direct the disposition of 32,453 shares of Class A Common Stock, through his beneficial ownership of an equal number of shares of Class B Common Stock, and shared power to dispose or direct the disposition of no shares of Class A Common Stock. | |||
Peter A. Friberg has the sole power to vote or direct the vote of 155,769 shares of Class A Common Stock, including 5,394 shares of Class B Common Stock currently convertible into shares of Class A Common Stock, shared power to vote or direct the vote of no shares of Class A Common Stock, sole power to dispose or direct the disposition of 155,769 shares of Class A Common Stock, including 5,394 shares of Class B Common Stock currently convertible into shares of Class A Common Stock, and shared power to dispose or direct the disposition of no shares of Class A Common Stock. | |||
Guy A. Swenson, III has the sole power to vote or direct the vote of 16,544 shares of Class A Common Stock, through his beneficial ownership of an equal number of shares of Class B Common Stock currently convertible into shares of Class A Common Stock, shared power to vote or direct the vote of no shares of Class A Common Stock, sole power to dispose or direct the disposition of 16,544 shares of Class A |
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Common Stock, through his beneficial ownership of an equal number of shares of Class B Common Stock currently convertible into shares of Class A Common Stock, and shared power to dispose or direct the disposition of no shares of Class A Common Stock. | |||
Jon Gregory has the sole power to vote or direct the vote of 25,326 shares of Class A Common Stock, shared power to vote or direct the vote of no shares of Class A Common Stock, sole power to dispose or direct the disposition of 25,326 shares of Class A Common Stock, and shared power to dispose or direct the disposition of no shares of Class A Common Stock. | |||
(c) | No member of the Swenson Granite Group has effected any transaction in the Class A Common Stock during the past 60 days or since the most recent filing of their Schedules 13D, as amended, as the case may be. | ||
(d) | Not applicable. | ||
(e) | Not applicable. |
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Exhibit 1 | Form of Contribution Agreement between Swenson Granite Company LLC and each member of the Swenson Granite Group dated as of October 18, 2010 | ||
Exhibit 2 | Amended and Restated Commitment Letter between Swenson Granite Company LLC and People’s United Bank and Key Bank, National Association | ||
Exhibit 3 | Form of Voting Agreement between Swenson Granite Company LLC and each member of the Swenson Granite Group dated as of October 18, 2010 |
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Date: October 20, 2010 | SWENSON GRANITE COMPANY LLC | |||
By: | /s/ Kurt M. Swenson | |||
Name: | Kurt M. Swenson | |||
Title: | Chairman |
Date: October 20, 2010 | /s/ Kurt M. Swenson | |||
Kurt M. Swenson | ||||
Date: October 20, 2010 | /s/ Kurt M. Swenson | |||
Kevin C. Swenson, by Kurt M. Swenson, | ||||
as Attorney-in-Fact | ||||
Date: October 20, 2010 | /s/ Kurt M. Swenson | |||
Robert Pope, by Kurt M. Swenson, | ||||
as Attorney-in-Fact | ||||
Date: October 20, 2010 | /s/ Kurt M. Swenson | |||
Nancy Pope, by Kurt M. Swenson, | ||||
as Attorney-in-Fact | ||||
Date: October 20, 2010 | /s/ Kurt M. Swenson | |||
Richard C. Kimball, by Kurt M. Swenson, | ||||
as Attorney-in-Fact | ||||
Date: October 20, 2010 | /s/ Kurt M. Swenson | |||
Christina W. Kimball, by Kurt M. Swenson, | ||||
as Attorney-in-Fact | ||||
Date: October 20, 2010 | /s/ Kurt M. Swenson | |||
Charles M. Waite, by Kurt M. Swenson, | ||||
as Attorney-in-Fact |
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Date: October 20, 2010 | /s/ Kurt M. Swenson | |||
Karen Swenson, by Kurt M. Swenson, | ||||
as Attorney-in-Fact | ||||
Lois S. Moore Revocable Trust | ||||
Date: October 20, 2010 | By: | /s/ Kurt M. Swenson | ||
Name: | Kurt M. Swenson | |||
Title: | Attorney-in-Fact | |||
Date: October 20, 2010 | /s/ Kurt M. Swenson | |||
Peter B. Moore, by Kurt M. Swenson, | ||||
as Attorney-in-Fact | ||||
Date: October 20, 2010 | /s/ Kurt M. Swenson | |||
Peter A. Friberg, by Kurt M. Swenson, | ||||
as Attorney-in-Fact | ||||
Date: October 20, 2010 | /s/ Kurt M. Swenson | |||
Guy A. Swenson, III, by Kurt M. Swenson, | ||||
as Attorney-in-Fact | ||||
Date: October 20, 2010 | /s/ Kurt M. Swenson | |||
Jon M. Gregory, by Kurt M. Swenson, | ||||
as Attorney-in-Fact | ||||
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