0000902664-20-003244.txt : 20200908 0000902664-20-003244.hdr.sgml : 20200908 20200908090432 ACCESSION NUMBER: 0000902664-20-003244 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200908 DATE AS OF CHANGE: 20200908 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Stonemor Inc. CENTRAL INDEX KEY: 0001753886 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91276 FILM NUMBER: 201163124 BUSINESS ADDRESS: STREET 1: 3600 HORIZON BOULEVARD CITY: TREVOSE STATE: PA ZIP: 19053 BUSINESS PHONE: (215) 826-2800 MAIL ADDRESS: STREET 1: 3600 HORIZON BOULEVARD CITY: TREVOSE STATE: PA ZIP: 19053 FORMER COMPANY: FORMER CONFORMED NAME: Stonemor GP LLC DATE OF NAME CHANGE: 20180921 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AXAR CAPITAL MANAGEMENT L.P. CENTRAL INDEX KEY: 0001650781 IRS NUMBER: 473227176 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.356.6130 MAIL ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 p20-1661sc13da.htm STONEMOR INC.
 
SECURITIES AND EXCHANGE COMMISSION		  
Washington, D.C.  20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
 

StoneMor Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

86184W106

(CUSIP Number)
 

Axar Capital Management, LP

1330 Avenue of the Americas, 30th Floor

New York, NY 10019

(212) 356-6130

 

With a copy to:

 

Stuart D. Freedman, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

September 7, 2020

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ý

 

(Page 1 of 6 Pages)

______________________________

* 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. 86184W106SCHEDULE 13D/APage 2 of 6 Pages

 

1

NAME OF REPORTING PERSON

Axar Capital Management, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
ITEMS 2(d) or 2(e)		 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

72,804,944

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

72,804,944

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

72,804,944

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

See Item 4

 ý
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

61.79%*

14

TYPE OF REPORTING PERSON

IA

         

 

*The percentages used in this Schedule 13D/A are calculated based upon 117,824,266 shares of Common Stock reported to be outstanding as of August 11, 2020 in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 filed with the Securities and Exchange Commission on August 14, 2020.

 

CUSIP No. 86184W106SCHEDULE 13D/APage 3 of 6 Pages

 

 

1

NAME OF REPORTING PERSON

Axar GP, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)		 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

72,804,944

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

72,804,944

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

72,804,944

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

See Item 4

 ý
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

61.79%

14

TYPE OF REPORTING PERSON

OO, HC

         

 

*The percentages used in this Schedule 13D/A are calculated based upon 117,824,266 shares of Common Stock reported to be outstanding as of August 11, 2020 in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 filed with the Securities and Exchange Commission on August 14, 2020.

 

CUSIP No. 86184W106SCHEDULE 13D/APage 4 of 6 Pages

 

 

1

NAME OF REPORTING PERSON

Andrew Axelrod

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

72,804,944

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

72,804,944

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

72,804,944

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

See Item 4

 ý
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

61.79%

14

TYPE OF REPORTING PERSON

IN, HC

         

 

*The percentages used in this Schedule 13D/A are calculated based upon 117,824,266 shares of Common Stock reported to be outstanding as of August 11, 2020 in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 filed with the Securities and Exchange Commission on August 14, 2020.

 

CUSIP No. 86184W106SCHEDULE 13D/APage 5 of 6 Pages

 

 

This Amendment No. 13 ("Amendment No. 13") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on March 9, 2018 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed with the SEC on August 1, 2018 ("Amendment No. 1"), Amendment No. 2 filed with the SEC on September 28, 2018 ("Amendment No. 2"), Amendment No. 3 filed with the SEC on October 29, 2018 ("Amendment No. 3"), Amendment No. 4 filed with the SEC on February 5, 2019 ("Amendment No. 4"), Amendment No. 5 filed with the SEC on May 1, 2019 ("Amendment No. 5"), Amendment No. 6 filed with the SEC on June 28, 2019 ("Amendment No. 6"), Amendment No. 7 filed with the SEC on October 29, 2019 ("Amendment No. 7"), Amendment No. 8 filed with the SEC on October 31, 2019 ("Amendment No. 8"), Amendment No. 9 filed with the SEC on January 2, 2020 ("Amendment No. 9"), Amendment No. 10 filed with the SEC on April 3, 2020 ("Amendment No. 10"), Amendment No. 11 filed with the SEC on May 27, 2020 ("Amendment No. 11") and Amendment No. 12 filed with the SEC on June 23, 2020 ("Amendment No. 12" and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11 and this Amendment No. 13, the "Schedule 13D") with respect to the shares of Common Stock, par value $0.01 per share (the "Common Stock"), of StoneMor Inc., a Delaware corporation (the "Issuer").  Capitalized terms used herein and not otherwise defined in this Amendment No. 13 shall have the meanings set forth in the Schedule 13D.  This Amendment No. 13 amends Items 4 and 7 as set forth below.  

 

Item 4. PURPOSE OF TRANSACTION
   
  Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
  On September 7, 2020, the Investment Manager submitted a letter to the Board withdrawing the Proposal (the "Proposal Withdrawal Letter").
   
  The foregoing description of the Proposal Withdrawal Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Proposal Withdrawal, which is attached as Exhibit 20 to this Schedule 3D and is also incorporated herein by reference.
   
Item 7. MATERIAL TO BE FILED AS EXHIBITS
   
  Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
Exhibit 20: Proposal Withdrawal Letter

 

 

CUSIP No. 86184W106SCHEDULE 13D/APage 6 of 6 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: September 8, 2020

 

 

AXAR CAPITAL MANAGEMENT, LP  
By: Axar GP, LLC, its General Partner  
   
By: /s/ Andrew Axelrod  
Name: Andrew Axelrod  
Title: Sole Member  
   
AXAR GP, LLC  
   
By: /s/ Andrew Axelrod  
Name: Andrew Axelrod  
Title: Sole Member  
   
/s/ Andrew Axelrod  
ANDREW AXELROD  
   

 

 

 EX-99 2 p20-1661exhibit99.htm EXHIBIT 20

Exhibit 20

 

 

AXAR CAPITAL MANAGEMENT, LP

1330 Avenue of the Americas, 30th Floor

New York, New York 10019

 

September 7, 2020

 

Special Committee of the Board of Directors

StoneMor Inc.

3600 Horizon Boulevard

Trevose, Pennsylvania 19053

 

Re: Axar Take-Private Proposal

 

Ladies and Gentlemen:

 

After discussions between Axar Capital Management, LP ("Axar", "we" or "us") and the Special Committee of the Board of Directors (the "Special Committee") of StoneMor Inc. (the "Company"), it is clear to us that Axar and the Special Committee will not be able to reach an agreement with respect to a transaction between Axar and the Company on terms that would be satisfactory to Axar.

 

Therefore, effective as of delivery of this letter to the Special Committee, Axar hereby withdraws its proposal to acquire all of the outstanding shares of common stock of the Company not already owned by Axar and its affiliates for consideration of $0.80 per share of common stock in cash.

 

While we are disappointed that we could not come to an agreement that would have provided substantial value to the Company's stockholders, we thank the Special Committee for its efforts.

 

 

  Very truly yours,
   
  AXAR CAPITAL MANAGEMENT, LP
   
  By: Axar GP, LLC, its General Partner
     
  By: /s/ Andrew Axelrod
    Name: Andrew Axelrod
    Title: Sole Member