Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION | ||||
| Washington, D.C. 20549 | ||||
| SCHEDULE 13D/A | ||||
| Under the Securities Exchange Act of 1934 | ||||
| (Amendment No. 14)* | ||||
| 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) | ||||
| November 19, 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 8 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. 86184W106 | SCHEDULE 13D/A | Page 2 of 8 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 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 83,110,313 | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 83,110,313 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 83,110,313 | |||
| 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) 70.51% | |||
| 14 |
TYPE OF REPORTING PERSON IA | |||
| CUSIP No. 86184W106 | SCHEDULE 13D/A | Page 3 of 8 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 83,110,313 | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 83,110,313 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 83,110,313 | |||
| 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) 70.51% | |||
| 14 |
TYPE OF REPORTING PERSON OO, HC | |||
| CUSIP No. 86184W106 | SCHEDULE 13D/A | Page 4 of 8 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 83,110,313 | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 83,110,313 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 83,110,313 | |||
| 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) 70.51% | |||
| 14 |
TYPE OF REPORTING PERSON IN, HC | |||
| CUSIP No. 86184W106 | SCHEDULE 13D/A | Page 5 of 8 Pages |
| This Amendment No. 14 (“Amendment No. 14”) 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”), Amendment No. 12 filed with the SEC on June 23, 2020 (“Amendment No. 12”) and Amendment No. 13 filed with the SEC on September 8, 2020 (“Amendment No. 13” 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, Amendment 12 and this Amendment No. 14, 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. 14 shall have the meanings set forth in the Schedule 13D. This Amendment No. 14 amends Items 3, 4, 5(a)-(c), 6 and 7 as set forth below. |
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| Item 3 of the Schedule 13D is hereby amended and restated as follows: | |
| Funds for the purchase of the shares of Common Stock reported herein were derived from general working capital of the Axar Vehicles. In order to acquire the 83,110,313 shares of Common Stock reported herein, a total of (i) approximately $41,778,867 was paid to acquire the Purchased Units which converted in the C-Corporation Conversion into shares of Common Stock reported herein, (ii) approximately $74,449,446 was paid for shares of Common Stock reported herein and (iii) $8,800,000 was paid to acquire the 176 shares of Axar Preferred Stock exchanged for shares of Common Stock reported herein. | |
| Item 4. | PURPOSE OF TRANSACTION |
| Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| On November 19, 2020, the Axar Entities entered into a Waiver to the Director Voting Agreement, as amended (the “DVA Waiver”) with the ACII Entities, the General Partner and the Issuer (the “Amending Partners”), pursuant to which certain standstill restrictions in the DVA were waiver to allow the Axar Entities to acquire beneficial ownership of up to 10,319,369 additional shares of Common Stock from certain investment funds previously identified to the Board in a single privately negotiated transaction (and not in open market purchases). On November 20, 2020, pursuant to the DVA Waiver, the Amending Parties entered into the Fourth Amendment to the Director Voting Agreement, as amended (the “DVA Fourth Amendment”), pursuant to which the standstill restrictions in the Director Voting Agreement, as amended, were amended to extend until December 31, 2023. |
| CUSIP No. 86184W106 | SCHEDULE 13D/A | Page 6 of 8 Pages |
| The foregoing descriptions of the DVA Waiver and the DVA Fourth Amendment, do not purport to be complete and are qualified in their entireties by reference to the full texts of the DVA Waiver and the DVA Fourth Amendment, which are attached as Exhibit 21 and Exhibit 22 to this Schedule 13D, respectively, and are also incorporated herein by reference. | |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and restated as follows: | |
| (a) | The percentages used in this Schedule 13D are calculated based upon 117,871,141 shares of Common Stock reported to be outstanding as of November 10, 2020 in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed with the SEC on November 16, 2020. |
| See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of the shares of Common Stock beneficially owned by each of the Reporting Persons. | |
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| (c) | On November 20, 2020, the Reporting Persons purchased a total of 10,305,369 shares of Common Stock for an aggregate cash purchase price of $10,614,530.07 (or $1.03 per share of Common Stock) (excluding commissions and fees) in a privately negotiated transaction (and not in open market purchases). Other than as set forth in this Item 5(c), there have been no transactions in the shares of Common Stock effected by the Reporting Persons in the last sixty days. |
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
| Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| The Reporting Persons’ response to Item 4 is incorporated herein by reference. |
| CUSIP No. 86184W106 | SCHEDULE 13D/A | Page 7 of 8 Pages |
| 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 21: | DVA Waiver (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed by the Issuer with the Securities and Exchange Commission on November 23, 2020). |
| Exhibit 22: | DVA Fourth Amendment (incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K, filed by the Issuer with the Securities and Exchange Commission on November 23, 2020). |
| CUSIP No. 86184W106 | SCHEDULE 13D/A | Page 8 of 8 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: November 23, 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 | |