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
4,812,342 shares of Rock of Ages Common Stock Class "A" reported outstanding
as of August 13, 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
(none)
EXHIBIT B
A letter, dated October 19, 2010 was sent from North Star Investment
Management Corporation to Rock of Ages Corporation via Express Delivery:-
October 19, 2010
The Board of Directors
Attn: Richard C. Kimball, Secretary
Rock of Ages Corp.
560 Graniteville Road
Graniteville, VT 05654
Dear 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 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: October 19, 2010
NORTH STAR INVESTMENT MANAGEMENT CORP.
By: /S/ PETER D. GOTTLIEB
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PETER D. GOTTLIEB, President & CEO
By: /S/ PETER G. CONTOS II
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PETER G. CONTOS II
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