8-K

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 Exchange Act of 1934

Date of report (Date of earliest event reported): November 3, 2017

StoneMor Partners L.P.
(Exact name of registrant as specified in its charter)
Delaware	001-32270	80-0103159
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3600 Horizon Boulevard Trevose, PA		19053
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code: (215) 826-2800
(Former name or former address, if changed since last report): Not applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 6, 2017, StoneMor GP LLC (“StoneMor GP”), the general partner of StoneMor Partners L.P. (the “Partnership”), appointed David Sheaffer as Vice President of Accounting, in which capacity he will serve as the principal accounting officer of StoneMor GP, effective immediately. Concurrently with Mr. Sheaffer’s appointment, Mark Miller ceased to serve as StoneMor GP’s principal accounting officer. Mr. Miller will continue to serve as Chief Financial Officer and Senior Vice President of StoneMor GP and as its principal financial officer.

Mr. Sheaffer, age 56, served as Chief Financial Officer from October 2015 until joining StoneMor GP for two affiliated privately held companies, PMI Lubricants, LLC, a distributor of industrial and commercial lubricants, and Synergy Environmental Inc., an environmental consulting firm. He was Chief Accounting Officer of the General Partner of Cross America Partners LP (“CAPL”), a wholesale distributor of motor fuels and owner of real estate engaged in the distribution of motor fuels, from June 2013 until the sale of its General Partner to CST Brands Inc. in October 2015. From November 2012 until June 2013, he was Director of Financial Reporting for the General Partner of CAPL. Mr. Sheaffer was Senior Manager of Financial Reporting for Graham Packaging Company, Inc., a publicly traded, specialty-packaging company, from June 2008 to November 2012 and was Senior Manager of Technical Accounting and Financial Reporting for Rite Aid Corporation, a publicly traded, pharmacy-retail chain, from March 2005 to June 2008. Mr. Sheaffer also has more than nine years of experience with public accounting firms. He holds a Bachelor of Science degree in Accounting from Elizabethtown College and is a Certified Public Accountant.

In connection with Mr. Sheaffer’s appointment as Vice President of Accounting, StoneMor GP and Mr. Sheaffer entered into an offer letter, dated November 6, 2017 (the “Offer Letter”). The Offer Letter contemplates that Mr. Sheaffer will be entitled to receive base salary of $240,000 (“Base Salary”) and, for each calendar year of employment, will have an opportunity to earn an annual incentive bonus with a target bonus equal to 25% of Base Salary. The actual incentive bonus awarded is discretionary and will be based on Company performance against performance targets established by the Compensation Committee of the Board of Directors of StoneMor GP (the "Compensation Committee”) as well as mutually agreed upon personal performance goals. In addition, Mr. Sheaffer will be eligible to receive, on an annual basis, long-term equity incentive awards, currently targeted at 25% of Base Salary, subject to the Compensation Committee’s approval. Half (50%) of any such awards will vest ratably over 3 years and the other half (50%) will vest based upon performance criteria to be determined by the Compensation Committee.

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the complete text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference herein

Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 3, 2017, StoneMor GP entered into Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of September 9, 2008 (the “Amendment”) to make certain revisions in response to changes to the Internal Revenue Code enacted by the Bipartisan Budget Act of 2015 relating to changes in partnership audit and adjustment procedures.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits:

Exhibit Number	Description
3.1	Amendment No 1 to Second Amended and Restated Agreement of Limited Partnership of StoneMor Partners L.P., dated as of November 3, 2017

10.1 Offer Letter, dated November 6, 2017 by and between StoneMor GP LLC and David Sheaffer. 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

STONEMOR PARTNERS L.P.

By:    StoneMor GP LLC

its general partner

By:    /s/ Mark L. Miller

Name:    Mark L. Miller

Title:    Chief Financial Officer and Senior Vice President

Date: November 9, 2017

EX-3.1

Exhibit 3.1

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

STONEMOR PARTNERS L.P.

This Amendment No. 1 (this “Amendment”) to Second Amended and Restated Agreement of Limited Partnership of StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), dated as of September 9, 2008 (the “Partnership Agreement”), is entered into effective as of November 3, 2017, by StoneMor GP LLC, a Delaware limited liability company (the “General Partner”), as the general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

RECITALS

WHEREAS, Section 9.3 of the Partnership Agreement currently provides as follows:

“Subject to the provisions hereof, the General Partner is designated as the Tax Matters Partner (as defined in the Code) and is authorized and required to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. Each Partner agrees to cooperate with the General Partner and to do or refrain from doing any or all things reasonably required by the General Partner to conduct such proceedings.”

WHEREAS, the Bipartisan Budget Act of 2015 eliminates the concept of a “Tax Matters Partner,” replaces it with the concept of a “Partnership Representative” and makes certain changes to the manner in which partnerships and their partners are audited and taxes may be assessed therefrom, each effective for tax years commencing after December 31, 2017;

WHEREAS, Section 9.2 of the Partnership Agreement provides the General Partner with authority to determine whether the Partnership should make elections permitted by the Code;

WHEREAS, Section 13.1(c) of the Partnership Agreement provides that the General Partner, without the approval of any Partner or Assignee, may amend any provision of the Partnership Agreement to reflect a change that the General Partner determines to be necessary or appropriate to ensure that the Partnership will not be treated as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes;

WHEREAS, Section 13.1(d)(ii) of the Partnership Agreement provides that the General Partner, without the approval of any Partner or Assignee, may amend any provision of the Partnership Agreement to reflect a change that the General Partner determines to be necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute;

WHEREAS, Section 13.1(d)(i) of the Partnership Agreement provides that the General Partner, without the approval of any Partner or Assignee, may amend any provision of the Partnership Agreement to reflect a change that the General Partner determines does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect; and

WHEREAS, acting pursuant to the power and authority granted to it under 13.1(c) and 13.1(d) of the Partnership Agreement, the General Partner has determined that the following amendment to the Partnership Agreement is necessary and appropriate to ensure that the Partnership will not be treated as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes and to satisfy requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation and does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect.

NOW, THEREFORE, it is hereby agreed as follows:

Section 1. Amendment.

Section 9.3 of the Partnership Agreement is hereby amended and restated to read in its entirety as follows:

Tax Controversies.

(a)Subject to the provisions hereof, the General Partner (or its designee) is designated as the Tax Matters Partner (as defined in Section 6231(a)(7) of the Code as in effect prior to the enactment of the Bipartisan Budget Act of 2015), and the Partnership Representative (as defined in Section 6223 of the Code following the enactment of the Bipartisan Budget Act of 2015 or under any applicable state or local law providing for an analogous capacity) and is authorized and required to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. In its capacity as Partnership Representative, the General Partner shall exercise any and all authority of the Partnership Representative, including, without limitation, (i) binding the Partnership and its Partners with respect to tax matters and (ii) determining whether to make any available election under Section 6226 of the Code or an analogous election under state or local law, which election permits the Partnership to pass any partnership adjustment through to the Persons who were Partners of the Partnership in the year to which the adjustment relates and irrespective of whether such Persons are Partners of the Partnership at the time such election is made. Each Partner agrees to cooperate with the General Partner and to do or refrain from doing any or all things reasonably required by the General Partner in its capacity as Tax Matters Partner or Partnership Representative. For Partners that are not tax-exempt entities (as defined in Section 168(h)(2) of the Code) and subject to the General Partner’s discretion to seek modifications of an imputed underpayment, this cooperation includes (i) filing amended federal, state or local tax returns, paying any additional tax (including interest, penalties and other additions to tax), and providing the General Partner with an affidavit swearing to those facts (all within the requisite time periods), and (ii) providing any other information requested by the General Partner in order to seek modifications of an imputed underpayment. For Partners that are tax-exempt entities (as defined in Section 168(h)(2) of the Code) and subject to the General Partner’s discretion to seek modifications of an imputed underpayment, this cooperation includes providing the General Partner with information necessary to establish the Partner’s tax-exempt status. This agreement to cooperate applies irrespective of whether such Persons are Partners of the Partnership at the time of the requested cooperation.

(b)Each Partner agrees that notice of or updates regarding tax controversies shall be deemed conclusively to have been given or made by the General Partner if the Partnership has either (i) filed the information for which notice is required with the Commission via its Electronic Data Gathering, Analysis and Retrieval system and such information is publicly available on such system or (ii) made the information for which notice is required available on any publicly available website maintained by the Partnership, whether or not such Partner remains a Partner in the Partnership at the time such information is made publicly available. Notwithstanding anything herein to the contrary, nothing in this provision shall obligate the Partnership Representative to provide notice to the Partners other than as required by the Code.

(c) The General Partner may amend the provisions of this Agreement as it determines appropriate to satisfy any requirements, conditions, or guidelines set forth in any amendment to the provisions of Subchapter C of Chapter 63 of Subtitle F of the Code, any analogous provisions of the laws of any state or locality or the promulgation of regulations or publication of other administrative guidance thereunder.

Section 9.4 of the Partnership Agreement is hereby amended and restated to read in its entirety as follows:

Section 9.4 Withholding and Other Tax Payments by the Partnership.

(a)The General Partner may treat taxes paid by the Partnership on behalf of all or less than all of the Partners as a distribution of cash to such Partners, as a general expense of the Partnership or as indemnifiable payments made by the Partnership on behalf of the Partners or former Partners (as provided in Section 9.4(c)), as determined appropriate under the circumstances by the General Partner.

(b)Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that may be required to cause the Partnership and other Group Members to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required or elects to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income or from a distribution to any Partner or Assignee (including, without limitation, by reason of Section 1446 of the Code), the General Partner may treat the amount withheld as a distribution of cash pursuant to Section 6.3 or Section 12.4(c) in the amount of such withholding from such Partner.

(c)If the Partnership pays an imputed underpayment under Section 6225 of the Code and/or any analogous provision of the laws of any state or locality, the General Partner may require that some or all of the Partners of the Partnership in the year to which the underpayment relates indemnify the Partnership for their allocable share of that underpayment (including interest, penalties and other additions to tax). This indemnification obligation shall not apply to a Partner to the extent that (i) the Partnership

received a modification of the imputed underpayment under Section 6225(c)(2) of the Code (or any analogous provision of state or local law) due to the Partner’s filing of amended tax returns and payment of any resulting tax (including interest, penalties and other additions to tax), (ii) the Partner is a tax-exempt entity (as defined in Section 168(h)(2) of the Code) and either the Partnership received a modification of the imputed underpayment under Section 6225(c)(3) of the Code (or any analogous provision of state or local law) because of such Partner’s status as a tax-exempt entity or the Partnership did not make a good faith effort to obtain a modification of the imputed underpayment due to such Partner’s status as a tax-exempt entity, or (iii) the Partnership received a modification of the imputed underpayment under Section 6225(c)(4)-(6) of the Code (or any analogous provision of state or local law) as a result of other information that was either provided by the Partner or otherwise available to the Partnership with respect to the Partner. This indemnification obligation imposed on Partners, including former Partners, applies irrespective of whether such Persons are Partners of the Partnership at the time the Partnership pays the imputed underpayment.

Section 2. Ratification of Partnership Agreement.  Except as expressly modified and amended herein, all of the terms and conditions of the Partnership Agreement shall remain in full force and effect.

Section 3. Governing Law.  This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to the principles of conflicts of law.

(Signature Page Follows)

Signature Page to Amendment No. 1 to

Second Amended and Restated

Agreement of Limited Partnership of

StoneMor Partners L.P.

IN WITNESS WHEREOF, this Amendment has been executed as of November 3, 2017.

GENERAL PARTNER:

STONEMOR GP LLC

By:/s/R. Paul Grady

Name: R. Paul Grady

Title: President and Chief          Executive Officer

EX-10.1

Exhibit 10.1

November 6, 2017

Mr. David Sheaffer

440 Whisler Road

Etters, PA 17319

Re: Employment Offer

Dear David:

I am pleased to offer you the full-time exempt position of Vice President of Accounting for StoneMor GP LLC (the “Company”). This offer is contingent upon successful completion of our pre-employment process. We believe that you will make a significant contribution to the success of the business. The purpose of this letter is to set forth the details of our offer proposal. In accordance with our discussions, set forth below are the terms and conditions of your employment:

Title:Vice President of Accounting

Reporting To: Mark Miller, Chief Financial Officer

Start Date: TBD

Base Salary: $240,000 annually (payable weekly or pursuant to standard company payroll practice).

BONUS: For each calendar year of your employment, you shall have the opportunity to earn an annual incentive bonus with a target bonus equal to 25% of Base Salary. The actual incentive bonus awarded is discretionary and will be based on Company performance against performance targets established by the Compensation Committee as well as mutually agreed upon personal performance goals.

Equity Participation: Annually, you will be eligible to receive long-term equity incentive awards, currently targeted at 25% of Base Salary, to the extent that the Company offers corresponding awards to all senior executives of the Company, subject to the Compensation Committee’s approval. Half (50%) of this award will vest ratably over 3 years and the other half (50%) will vest based upon performance criteria to be determined by the Compensation Committee.

Vacation: Four weeks

Benefits: You will be eligible to receive the same benefits as are provided to all Company employees. A Summary Plan Description of benefits will be provided to you separately.

Other Benefits: You will have the option between accepting a company-provided mobile phone or receiving a $170 monthly allowance.

The terms of employment as outlined in this offer letter do not constitute an employment contract and are subject to change at any time. Your employment with the Company will be at-will, meaning either you or the Company may terminate your employment at any time, for any reason, with or without notice.

You agree to devote your exclusive attention to Company business, and will not render any service or engage in any activity that conflicts or interfered with the performance of your duties and obligations of employment. In addition, you will adhere to all of the Company’s policies and procedures in place during the course of your employment.

This offer is contingent upon satisfactory completion of our standard pre-hire requirements, including completion of references, and a pre-employment background check. You will be required to sign a Confidentiality, Nondisclosure, and Restrictive Covenant Agreement as condition of employment. Further, this offer is conditioned on your representation that you are not subject to any confidentiality, noncompetition or other agreement that restricts your post-employment activities or that may affect your ability to devote full time attention to your work for the Company.

David, I’m again looking forward to our partnership together and your contributions to the growth and success of StoneMor. Please feel free to contact me if you have further questions regarding this offer.

Best Regards,

By:/s/Mark Miller

Mark Miller

Chief Financial Officer

Agreed and Accepted,

This 6th day of November, 2017

By:/s/David Sheaffer

David Sheaffer