Amended Statement of Beneficial Ownership (sc 13d/a)
September 24 2021 - 04:41PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
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Under the Securities Exchange Act of
1934 |
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(Amendment No. 17)* |
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StoneMor Inc.
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(Name of Issuer) |
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Common Stock, par value $0.01 per share
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(Title of Class of
Securities) |
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86184W106
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(CUSIP Number) |
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Axar Capital Management, LP
915 Broadway, Suite 502
New York, NY 10010
(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
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(Name, Address and Telephone Number
of Person |
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Authorized to Receive Notices and
Communications) |
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September 22, 2021
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(Date of Event Which Requires Filing
of This Statement) |
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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 7 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).
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CUSIP No. 86184W106
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SCHEDULE 13D/A |
Page 2
of 7 Pages |
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1 |
NAME OF
REPORTING PERSON
Axar Capital Management, LP
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP |
(a)
¨
(b)
ý
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3 |
SEC USE ONLY |
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4 |
SOURCE
OF FUNDS
AF (see Item 3)
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE
VOTING POWER
-0-
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8 |
SHARED
VOTING POWER
88,633,045
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9 |
SOLE
DISPOSITIVE POWER
-0-
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10 |
SHARED
DISPOSITIVE POWER
88,633,045
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
88,633,045
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12 |
CHECK IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
See
Item 4
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ý |
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13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.11%
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14 |
TYPE OF
REPORTING PERSON
IA
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CUSIP No. 86184W106
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SCHEDULE 13D/A |
Page 3
of 7 Pages |
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1 |
NAME OF
REPORTING PERSON
Axar GP, LLC
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP |
(a)
¨
(b)
ý
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3 |
SEC USE ONLY |
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4 |
SOURCE
OF FUNDS
AF (see Item 3)
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE
VOTING POWER
-0-
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8 |
SHARED
VOTING POWER
88,633,045
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9 |
SOLE
DISPOSITIVE POWER
-0-
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10 |
SHARED
DISPOSITIVE POWER
88,633,045
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
88,633,045
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12 |
CHECK IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
See
Item 4
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ý |
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13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.11%
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14 |
TYPE OF
REPORTING PERSON
OO, HC
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CUSIP No. 86184W106
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SCHEDULE 13D/A |
Page 4
of 7 Pages |
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1 |
NAME OF
REPORTING PERSON
Andrew Axelrod
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP |
(a)
¨
(b)
ý
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3 |
SEC USE ONLY |
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4 |
SOURCE
OF FUNDS
AF (see Item 3)
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE
VOTING POWER
-0-
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8 |
SHARED
VOTING POWER
88,633,045
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9 |
SOLE
DISPOSITIVE POWER
-0-
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10 |
SHARED
DISPOSITIVE POWER
88,633,045
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
88,633,045
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12 |
CHECK IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
See
Item 4
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ý |
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13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
75.11%
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14 |
TYPE OF
REPORTING PERSON
IN, HC
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CUSIP No. 86184W106
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SCHEDULE 13D/A |
Page 5
of 7 Pages |
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This Amendment No. 17
("Amendment No. 17") 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"), Amendment No. 13 filed
with the SEC on September 8, 2020 ("Amendment No. 13"),
Amendment No. 14 filed with the SEC on November 23, 2020
("Amendment No. 14") and Amendment No. 15 filed with the SEC
on February 2, 2021 ("Amendment No. 15") and Amendment No.
16 filed with the SEC on April 15, 2021 ("Amendment No. 16"
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 No. 12, Amendment No.
13, Amendment No. 14, Amendment No. 15, Amendment No. 16 and this
Amendment No. 17, 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. 17 shall have the meanings
set forth in the Schedule 13D. This Amendment No. 17 amends
Items 4, 5(a)-(c) and 7 as set forth below. |
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Item 4. |
PURPOSE OF TRANSACTION |
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Item 4 of the Schedule 13D is hereby amended and supplemented by
the addition of the following: |
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On September 22, 2021, the Investment Manager submitted a letter to
the Board (the "September Letter") stating that it is
interested in pursuing discussions concerning strategic
alternatives that may be beneficial for the Issuer and its various
stakeholders. The Investment Manager would expect any
such discussions would be conducted with a special committee of
independent directors (a "Special Committee") established by
the Board, assisted by independent financial and legal advisors
retained by the Special Committee. There can be no
assurance that the Issuer will pursue such discussions or that any
such transaction will be completed. |
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CUSIP No. 86184W106
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SCHEDULE 13D/A |
Page 6
of 7 Pages |
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The foregoing description of the September Letter does not purport
to be complete and is qualified in its entirety by reference to the
full text of the September Letter, which is attached as Exhibit
26 to this Schedule 13D and incorporated herein by
reference. |
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Item 5. |
INTEREST IN SECURITIES OF THE ISSUER |
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Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and
restated as follows: |
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(a) |
The percentages used in this Schedule 13D are calculated based upon
118,011,766 shares of Common Stock reported to be outstanding as of
August 10, 2021 in the Issuer's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2021, filed with the SEC on
August 13, 2021. |
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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. |
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(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. |
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(c) |
There have been no transactions in the shares of Common Stock
effected by the Reporting Persons in the last sixty days. |
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Item 7. |
MATERIAL TO BE FILED AS EXHIBITS |
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Item 7 of the Schedule 13D is hereby amended and supplemented by
the addition of the following: |
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Exhibit 26: |
September Letter. |
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CUSIP No. 86184W106
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SCHEDULE 13D/A |
Page 7
of 7 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 24, 2021
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AXAR CAPITAL Management,
LP |
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| By: Axar GP,
LLC, its General Partner |
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By:
/s/ Andrew Axelrod
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Name: Andrew Axelrod |
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Title: Sole Member |
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| AXAR GP,
LLC |
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By: /s/ Andrew Axelrod |
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Name: Andrew Axelrod |
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Title: Sole Member |
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/s/ Andrew Axelrod |
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| ANDREW
AXELROD |
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