UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): January 21, 2005
ROCK OF AGES CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-29464 03-0153200
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification Number)
772 Graniteville Road, Graniteville Vermont 05654
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(Address of principal executive offices) (Zip Code)
(802) 476-3121
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ROCK OF AGES CORPORATION
FORM 8-K
Item 1.01 Entry into a Material Definitive Agreement
On January 26, 2005 the Company executed a Settlement and
Release Agreement (the "Settlement and Release Agreement")
with Childs & Childs Granite Co., Inc. and Mize Acquisition,
Inc. (collectively referred to herein as "Childs"), whereby
the dispute between the parties in connection with Child's
promissory note, dated October 26, 2001, in the principal
amount of $800,000 (the "Note") has been settled. The Note
was part of the consideration for the sale by the Company to
Childs of a manufacturing plant in Elberton, Georgia. The
Note was in default and the Company had commenced foreclosure
proceedings against the property securing Childs' obligations
under the Note. Childs had threatened to file a Petition for
Injunctive Relief and to Compel Arbitration which, inter
alia, would have contested the Company's right to foreclose
under the Security Deed and asserted that certain disputes
existed between the Parties under a supply agreement between
the parties. Pursuant to the Settlement and Release
Agreement, the Company has cancelled the Note and released
the Security Deed securing Childs' obligations under the Note
in exchange for the payment of $300,000 in cash and up to
$100,000 in product credits. The parties have also executed
mutual releases releasing each other from any other claims
and obligations (including the obligations of the parties
under the supply agreement), except for the obligations set
forth in the Settlement and Release Agreement. The foregoing
description of the Settlement and Release Agreement is
qualified in its entirety by the complete text of the
Settlement and Release Agreement, which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
Item 2.06 Material Impairments
On January 21, 2005, the Company concluded negotiations with
respect to the consideration it would receive in settlement
of the dispute with Childs, as described in Item 1.01 above,
which description is incorporated in this Item 2.06 by
reference. In view of the amount of such consideration, it
was concluded on January 21, 2005 that, under United States
generally accepted accounting principles, the Company is
required to record an impairment charge in respect of the
Note for the Company's fiscal quarter ended December 31, 2004
in an amount estimated to be approximately $400,000. The
impairment charge is not expected to result in any future
cash expenditures.
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description
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10.1 Settlement and Release Agreement dated
January 26, 2005 among Childs & Childs
Granite Co., Inc., Mize Acquisition,
Inc. and Rock of Ages Corporation.
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ROCK OF AGES CORPORATION
FORM 8-K
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
ROCK OF AGES CORPORATION
Dated: January 27, 2005 By: /s/ Michael B. Tule
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Michael B. Tule
Vice President/General Counsel
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Exhibit Index
Number Description
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10.1 Settlement and Release Agreement dated January 26, 2005 among
Childs & Childs Granite Co., Inc., Mize Acquisition, Inc. and
Rock of Ages Corporation.
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