DOCUMENT
TYPE SC 13D
<SEQUENCE>1
<FILENAME>g13pksb.txt
DESCRIPTION 13D
TEXT
SUBMISSION:
TYPE: SC 13D
FILING DATE: 20100629
COMPANY DATA:
CONFORMED NAME: North Star Investment Management Corp.
CIK: 0001342857
CCC: kampf53#
IRS NUMBER: 36-4467498
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
ACT: 34
SUBMISSION CONTACT:
NAME: . Peter G. Contos II
PHONE: 312-580-1056
BUSINESS ADDRESS:
STREET1: 20 N. Wacker Drive, Suite 1416
CITY: Chicago
STATE: IL
ZIP: 60606
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ROCK OF AGES CORPORATION
(Name of Issuer)
Common Stock CLASS A
(Title of Class of Securities)
772632105
(CUSIP NUMBER)
0001335249
(CENTRAL INDEX KEY)
DELAWARE
(STATE OF INCORPORATION)
DECEMBER 31
(FISCAL YEAR END)
3281 CUT STONE AND STONE PRODUCTS
(STANDARD INDUSTRIAL CLASSIFICATION)
03-0153200
(IRS NUMBER)
JUNE 28, 2010
(Date of Event Which Require Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box [ ]
The information required in 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 provision of
the Act (however, see the Notes).
CUSIP NO. 772632105
SCHEDULE 13D
1. NAME OF REPORTING PERSON & I.R.S. IDENTIFICATION NO.
NORTH STAR INVESTMENT MANAGEMENT CORP. I.R.S. 36-4467498
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
N/A (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OF PLACE OR ORGANIZATION
DELAWARE
NUMBER OF 7. SOLE VOTING POWER 739,551
SHARES
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 739,551
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
739,551
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4%
14. TYPE OF REPORTING PERSON* IA
ITEM 1. SECURITY and ISSURER
This statement relates to the Common Stock Class "A" of Rock of Ages Corporation
(Rock of Ages), a Delaware corporation which has its principal executive
offices at 560 Graniteville Road, Granitieville Vermont, 05654,(802) 476-3121.
ITEM 2 IDENTITY and BACKGROUND
This statement is being jointly filed by the following persons
(Reporting Persons):
North Star Investment Management Corporation (NSIMC) A Delaware Corporation
primarily engaged in Investment Advisory Services. NSIMC is
affilliated with KGSVF, NSOF and NSISI.
KUBY GOTTLIEB SPECIAL VALUE FUND LP (KGSVF) An Illinois Limited Partnership.
NSIMC offers advise with respect to the purchase of interests of
the KGSVF, which invests primarily in micro-cap value securities.
KGSVF is affiliated with NSIMC, NSOF and NSISI.
NORTH STAR OPPORTUNITY FUND LP (NSOF) An Illinois Limited Partnership.
NSIMC offers advise with respect to the purchase on interests of
the NSOF, which invests in a broad range of securities. NSOF is
affiliated with NSIMC, KGSVF and NSISI.
NORTH STAR INVESTMENT SERVICES, INC. (NSISI), A Michigan Corporation. An
Introducing Broker Dealer conducting securities transactions for
NSIMC, KGSVF, and NSOF. NSISI is affiliated with NSIMC, KGSVF
and NSOF.
During the past five years, none of the Reporting Persons have been
(i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or
(ii) 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 judgement, decree or final order enjoning future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws, or finding any violation with respect to such laws.
ITEM 3 SOURCE and AMOUNT of FUNDS or Other Considerations
NSIMC used funds (Working Capital) from KGSVF and NSOF and other advisory
accounts, to purchase Rock of Ages Corporation Common Stock Class "A".
ITEM 4 PURPOSE OF TRANSACTION
The Reporting Persons acquired beneficial ownership of the shares of
Rock of Ages Common Stock Class "A" reported herein as part of their
investment activities because the shares are viewed as an attractive
investment. The Reporting Persons intend to review and consider their
investment in Rock of Ages Common Stock Class "A" and may, from time to
time, depending on their evaluation of the business, or other such
considerations as they may deem relevant, determine to increase, decrease,
or dispose of their holdings of Rock of Ages Common Stock Class "A".
As part of such review and evaluation, the Reporting Persons may hold
discussion with Rock of Ages' management and directors, other shareholders,
and other interested parties. To that end, the Reporting Persons submitted the
letter in Item 7. expressing to Rock of Ages's Board of Directors the Reporting
Persons current opinions on certain corporate governance issues. Except as
otherwise described in this Item 4., the Reporting Persons do not now have
plans or proposals that relate to or would result in any other action set forth
in Item 4 of Schedule 13D, although the Reporting Persons reserve the right to
develop such plans or proposals or any other plans relating to Rock of Ages and
to take action with respect thereto.
ITEM 5 INTERESTS in SECURITIES of the ISSURER
As of the date, hereof, NSIMC directly controls advisory accounts, which own
739,551 shares, KGSVF owns 446,633 shares, NSOF owns 164,700 shares
of Rock of Ages Common Stock Class "A" with sole voting power of 739,551
shares. There are 739,551 shares of Rock of Ages Common Stock Class "A" in
NSIMC client advisory accounts, who vote their shares.
NSIMC has sole dispositive power over 739,551 shares.
Ths information concerning percentages of ownership set forth below is based on
4,812,343 shares of Rock of Ages Common Stock Class "A" reported outstanding
as of May 15, 2010 in Rock of Ages's Form 10Q.
The transactions in Common Stock effected by the Reporting Persons during the
past 60 days are set out in Exhibit A, hereto.
No other person is known to any Reporting Person to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of any the shares of Common Stock reported herein.
ITEM 6 CONTRACTS. ARRANGEMENTS, UNDERSTANDINGS or RELATIONSHIPS with RESPECT
to SECURITIES of the ISSURER
There are no contracts, arrangements, understandings or relationships (legal or
otherwise) between or among any of the Reporting Persons - other than the
governing documents of NSIMC, KGSVF, NSOF, NSISI - nor between or among any
other person with respect to any securities of Rock of Ages.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT A Transactions in the last 60 days
Trade Date Security Transaction Shares Total
04/12/2010 Common CL A Buy 475 $ 1,598.75
04/29/2010 Common CL A Buy 10,225 $ 36,062.55
EXHIBIT B
A letter, dated June 28, 2010 was sent from North Star Investment
Management Corporation to Rock of Ages Corporation via Express Delivery:-
June 28, 2010
The Board of Directors
Attn: Richard C. Kimball, Secretary
Rock of Ages Corp.
560 Graniteville Road
Graniteville, VT 05654
Dear Sirs & Madam,
At this point we are undecided as to the merits of the May 6, 2010
unsolicited proposal by Swenson Granite Company, LLC to purchase all
outstanding shares of Rock of Ages Corporation Common stock for a price
of $4.38 per share in cash. 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. We are encouraged that the
Special Committee of Independent Rock of Ages Directors has engaged
Covington Associates LLC as its financial advisor to assist it in exploring
their strategic options including the Swenson Granite proposal. We look
forward to the results of the process that will recognize the full
potential of the company s assets and will reward all shareholders. Please
feel free to contact us if you wish to discuss this matter further.
Sincerely,
__________________________ __________________________
Peter Gottlieb Eric Kuby
Signature
After 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: June 29, 2010
NORTH STAR INVESTMENT MANAGEMENT CORP.
By: /S/ PETER D. GOTTLIEB
- ----------------------------------
PETER D. GOTTLIEB, President & CEO
By: /S/ PETER G. CONTOS II
- ----------------------------------
PETER G. CONTOS II
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