0001571049-14-002217.txt : 20140623 0001571049-14-002217.hdr.sgml : 20140623 20140602154651 ACCESSION NUMBER: 0001571049-14-002217 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20140602 DATE AS OF CHANGE: 20140602 GROUP MEMBERS: AIM UNIVERSAL HOLDINGS, LLC GROUP MEMBERS: AMERICAN CEMETERIES INFRASTRUCTURE INVESTORS, LLC GROUP MEMBERS: GEORGE E. MCCOWN GROUP MEMBERS: MATTHEW P. CARBONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STONEMOR PARTNERS LP CENTRAL INDEX KEY: 0001286131 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 800103159 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80060 FILM NUMBER: 14883899 BUSINESS ADDRESS: STREET 1: 311 VETERANS HIGHWAY STREET 2: SUITE B CITY: LEVITTOWN STATE: PA ZIP: 19056 BUSINESS PHONE: 2158262800 MAIL ADDRESS: STREET 1: 311 VETERANS HIGHWAY STREET 2: SUITE B CITY: LEVITTOWN STATE: PA ZIP: 19056 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HELLMAN ROBERT B JR CENTRAL INDEX KEY: 0001168211 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: C/O AMERICAN INFRASTRUCTURE MLP FUND STREET 2: 950 TOWER LANE, SUITE 800 CITY: FOSTER CITY STATE: CA ZIP: 94404 SC 13D 1 t79468_sc13d.htm SCHEDULE 13D

 

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(amendment No. )
 
StoneMor Partners L.P.
(Name of Issuer)
 
Common Units Representing Limited Partnership Interests
(Title of Class of Securities)
 
 86183Q 10 0
(CUSIP Number)
 
Attn: Judith Bornstein
c/o American Infrastructure MLP Fund II
950 Tower Lane, Suite 800
Foster City, CA 94404
Tel: (650) 854-6000
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
May 21, 2014
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
* 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).
 
 
 

 

 
 
1.
Name of Reporting Persons
 
American Cemeteries Infrastructure Investors, LLC 
2.
Check the Appropriate Box if a Member of a Group (see instructions)
 
(a)  o
 
(b) þ  (1)
3.
SEC USE ONLY
   
4.
Source of Funds (see instructions)
 
WC
5.
 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)                                                           o
6.
Citizenship or Place of Organization
 
Delaware, United States of America
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
 
2,255,947 (2)
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
 
2,255,947 (2)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,255,947   (2)
12.
 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)                                                     o
13.
Percent of Class Represented by Amount in Row 11
 
8.7% (3)
14.
Type of Reporting Person (see instructions)
 
OO
(1) This Statement is filed on behalf of American Cemeteries Infrastructure Investors, LLC (“ACII”), AIM Universal Holdings, LLC, the sole manager of ACII (“AUH”), Matthew P. Carbone, a managing member of AUH (“Carbone”), George E. McCown, a managing member of AUH (“McCown”) and Robert B. Hellman, Jr., a director of StoneMor GP LLC, the general partner of the Issuer, and a managing member of AUH (“Hellman”, and together with Carbone and McCown, the “Managing Members”).  ACII, AUH and the Managing Members are hereinafter collectively referred to as the “Reporting Persons” or the “AIM Parties.”  The AIM Parties expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) These common units representing limited partner interests (“Common Units”) are held by ACII.  AUH is the sole manager of ACII.  The Managing Members are managing members of AUH and may be deemed to share voting and dispositive power over the Common Units held by ACII.
(3) This percentage is calculated based upon 25,968,497 Common Units outstanding, including 23,712,550 Common Units outstanding on May 1, 2014, as disclosed in the Issuer’s Form 10-Q (filed with the Securities and Exchange Commission (“SEC”) on May 8, 2014), and the 2,255,947 Common Units purchased by ACII on May 21, 2014.
 
 
 

 

 
1.
Name of Reporting Persons
 
AIM Universal Holdings, LLC 
2.
Check the Appropriate Box if a Member of a Group (see instructions)
 
(a)  o
 
(b)  þ (1)
3.
SEC USE ONLY
   
4.
Source of Funds (see instructions)
 
OO
5.
 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)                                                           o
6.
Citizenship or Place of Organization
 
Delaware, United States of America
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
 
2,255,947 (2)
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
 
2,255,947 (2)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,255,947 (2)
12.
 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)                                                    o
13.
Percent of Class Represented by Amount in Row 11
 
8.7% (3)
14.
Type of Reporting Person (see instructions)
 
OO
(1) This Statement is filed on behalf of American Cemeteries Infrastructure Investors, LLC (“ACII”), AIM Universal Holdings, LLC, the sole manager of ACII (“AUH”), Matthew P. Carbone, a managing member of AUH (“Carbone”), George E. McCown, a managing member of AUH (“McCown”) and Robert B. Hellman, Jr., a director of StoneMor GP LLC, the general partner of the Issuer, and a managing member of AUH (“Hellman”, and together with Carbone and McCown, the “Managing Members”).  ACII, AUH and the Managing Members are hereinafter collectively referred to as the “Reporting Persons” or the “AIM Parties.”  The AIM Parties expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) These common units representing limited partner interests (“Common Units”) are held by ACII.  AUH is the sole manager of ACII.  The Managing Members are managing members of AUH and may be deemed to share voting and dispositive power over the Common Units held by ACII.
(3) This percentage is calculated based upon 25,968,497 Common Units outstanding, including 23,712,550 Common Units outstanding on May 1, 2014, as disclosed in the Issuer’s Form 10-Q (filed with the Securities and Exchange Commission (“SEC”) on May 8, 2014), and the 2,255,947 Common Units purchased by ACII on May 21, 2014.
 
 
 

 

 
1.
Name of Reporting Persons
 
Matthew P. Carbone 
2.
Check the Appropriate Box if a Member of a Group (see instructions)
 
(a)  o
 
(b)  þ (1)
3.
SEC USE ONLY
   
4.
Source of Funds (see instructions)
 
OO
5.
 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)                                                           o
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
 
2,255,947   (2)
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
 
2,255,947   (2)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,255,947   (2)
12.
 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)                                                     o
13.
Percent of Class Represented by Amount in Row 11
 
8.7% (3)
14.
Type of Reporting Person (see instructions)
IN
(1) This Statement is filed on behalf of American Cemeteries Infrastructure Investors, LLC (“ACII”), AIM Universal Holdings, LLC, the sole manager of ACII (“AUH”), Matthew P. Carbone, a managing member of AUH (“Carbone”), George E. McCown, a managing member of AUH (“McCown”) and Robert B. Hellman, Jr., a director of StoneMor GP LLC, the general partner of the Issuer, and a managing member of AUH (“Hellman”, and together with Carbone and McCown, the “Managing Members”).  ACII, AUH and the Managing Members are hereinafter collectively referred to as the “Reporting Persons” or the “AIM Parties.”  The AIM Parties expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) These common units representing limited partner interests (“Common Units”) are held by ACII.  AUH is the sole manager of ACII.  The Managing Members are managing members of AUH and may be deemed to share voting and dispositive power over the Common Units held by ACII.
(3) This percentage is calculated based upon 25,968,497 Common Units outstanding, including 23,712,550 Common Units outstanding on May 1, 2014, as disclosed in the Issuer’s Form 10-Q (filed with the Securities and Exchange Commission (“SEC”) on May 8, 2014), and the 2,255,947 Common Units purchased by ACII on May 21, 2014.
 
 
 

 

 
1.
Name of Reporting Persons
 
George E. McCown 
2.
Check the Appropriate Box if a Member of a Group (see instructions)
 
(a)  o
 
(b)  þ (1)
3.
SEC USE ONLY
   
4.
Source of Funds (see instructions)
 
OO
5.
 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)                                                           o
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
 
2,255,947   (2)
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
 
2,255,947   (2)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,255,947   (2)
12.
 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)                                                     o
13.
Percent of Class Represented by Amount in Row 11
 
8.7% (3)
14.
Type of Reporting Person (see instructions)
IN
(1) This Statement is filed on behalf of American Cemeteries Infrastructure Investors, LLC (“ACII”), AIM Universal Holdings, LLC, the sole manager of ACII (“AUH”), Matthew P. Carbone, a managing member of AUH (“Carbone”), George E. McCown, a managing member of AUH (“McCown”) and Robert B. Hellman, Jr., a director of StoneMor GP LLC, the general partner of the Issuer, and a managing member of AUH (“Hellman”, and together with Carbone and McCown, the “Managing Members”).  ACII, AUH and the Managing Members are hereinafter collectively referred to as the “Reporting Persons” or the “AIM Parties.”  The AIM Parties expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) These common units representing limited partner interests (“Common Units”) are held by ACII.  AUH is the sole manager of ACII.  The Managing Members are managing members of AUH and may be deemed to share voting and dispositive power over the Common Units held by ACII.
(3) This percentage is calculated based upon 25,968,497 Common Units outstanding, including 23,712,550 Common Units outstanding on May 1, 2014, as disclosed in the Issuer’s Form 10-Q (filed with the Securities and Exchange Commission (“SEC”) on May 8, 2014), and the 2,255,947 Common Units purchased by ACII on May 21, 2014.
 
 
 

 

 
1.
Name of Reporting Persons
 
Robert B. Hellman, Jr. 
2.
Check the Appropriate Box if a Member of a Group (see instructions)
 
(a)  o
 
(b)  þ (1)
3.
SEC USE ONLY
   
4.
Source of Funds (see instructions)
 
OO
5.
 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)                                                           o
6.
Citizenship or Place of Organization
 
United States of America
Number of
Shares Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
15,911  (2)
8.
Shared Voting Power
 
2,255,947   (3)
9.
Sole Dispositive Power
15,911 (2)
10.
Shared Dispositive Power
 
2,255,947   (3)
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,271,858
12.
 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)                                                     o
13.
Percent of Class Represented by Amount in Row 11
 
8.7% (4)
14.
Type of Reporting Person (see instructions)
IN
(1) This Statement is filed on behalf of American Cemeteries Infrastructure Investors, LLC (“ACII”), AIM Universal Holdings, LLC, the sole manager of ACII (“AUH”), Matthew P. Carbone, a managing member of AUH (“Carbone”), George E. McCown, a managing member of AUH (“McCown”) and Robert B. Hellman, Jr., a director of StoneMor GP LLC, the general partner of the Issuer, and a managing member of AUH (“Hellman”, and together with Carbone and McCown, the “Managing Members”).  ACII, AUH and the Managing Members are hereinafter collectively referred to as the “Reporting Persons” or the “AIM Parties.”  The AIM Parties expressly disclaim status as a “group” for purposes of this Schedule 13D.
(2) Hellman holds these Common Units (the “Hellman Units”) directly.
(3) These common units representing limited partner interests (“Common Units”) are held by ACII.  AUH is the sole manager of ACII.  The Managing Members are managing members of AUH and may be deemed to share voting and dispositive power over the Common Units held by ACII.
(4) This percentage is calculated based upon 25,968,497 Common Units outstanding, including 23,712,550 Common Units outstanding on May 1, 2014, as disclosed in the Issuer’s Form 10-Q (filed with SEC on May 8, 2014), and the 2,255,947 Common Units purchased by ACII on May 21, 2014.
 
 
 

 

Introduction.
Information given in response to each item shall be deemed incorporated by reference in all other items as applicable.
   
Item 1.
Security and Issuer.
 
(a) This Schedule 13D relates to the common units representing limited partner interests (the “Common Units”) in StoneMor Partners L.P., a Delaware limited partnership (the “Issuer”).
(b) The address of the principal executive offices of the Issuer is: 311 Veterans Highway, Suite B, Levittown, PA 19056.
   
Item 2.
Identity and Background.
   
(a)
This Statement is filed on behalf of American Cemeteries Infrastructure Investors, LLC, a Delaware limited liability company (“ACII”), AIM Universal Holdings, LLC, a Delaware limited liability company and the sole manager of ACII (“AUH”), Matthew P. Carbone, a managing member of AUH (“Carbone”), George E. McCown, a managing member of AUH (“McCown”) and Robert B. Hellman, Jr., a director of StoneMor GP LLC, a Delaware limited liability company and the general partner of the Issuer (“StoneMor GP”), and a managing member of AUH (“Hellman”, and together with Carbone and McCown, the “Managing Members”).  ACII, AUH and the Managing Members are hereinafter collectively referred to as the “Reporting Persons” or the “AIM Parties.”  Hellman, as the sole Trustee (the “Trustee”) under a Trust established pursuant to a Voting and Investment Trust Agreement by and between ACII and Hellman, as Trustee, dated as of May 9, 2014, for the pecuniary benefit of ACII (the “Trust”), has exclusive voting and investment power over approximately 67.03% of membership interests in StoneMor GP Holdings LLC, a Delaware limited liability company and the sole member of StoneMor GP (“GP Holdings”), and has the power to designate all but one of the directors of GP Holdings.
   
(b)
The address of each of the Reporting Persons is 950 Tower Lane, Suite 800, Foster City, CA 94404.
   
(c)
The principal business of ACII is making equity investments.  AUH’s principal business is acting as manager of ACII.  The principal occupation or business of each Managing Member is private equity investing and portfolio company management.
   
(d)
During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
   
(e)
During the past five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws of finding any violation with respect to such laws.
   
(f)
Each of the Managing Members is a citizen of the United States of America.
   
Item 3.
Source and Amount of Funds or Other Consideration.
 
On May 21, 2014, pursuant to a Common Unit Purchase Agreement, dated May 19, 2014, by and between ACII and the Issuer, ACII purchased an aggregate of 2,255,947 Common Units of the Issuer (the “ACII Units”) using its working capital, contributed by its members in exchange for membership interest in ACII.  AUH is the sole manager of ACII, and Carbone, McCown and Hellman are the managing members of AUH.

Hellman also holds 15,911 Common Units of the Issuer (the “Hellman Units”) directly.
   
Item 4.
Purpose of Transaction.
 
The Issuer is managed and controlled by its general partner, StoneMor GP, pursuant to the Second Amended and Restated Agreement of Limited Partnership of the Issuer, dated as of September 9, 2008 (the “Partnership Agreement”).  StoneMor GP is 100% owned by GP Holdings, formerly known as CFSI LLC (“CFSI”).  On May 21, 2014, Cornerstone Family Services LLC, a Delaware limited liability company (“CFS”), and its direct and indirect subsidiaries: CFSI and StoneMor GP completed a series of transactions to streamline the ownership structure of CFSI and StoneMor GP.  As a result of such transactions, (i) ACII has a pecuniary interest in approximately 67.03% of membership interests in GP Holdings and (ii) Hellman, as the sole Trustee under the Trust, for the pecuniary benefit of ACII, has the record and beneficial ownership of and the exclusive voting and investment power over such 67.03% membership interests in GP Holdings.
 
 
 

 


On May 21, 2014, GP Holdings, as the sole member, entered into the Second Amended and Restated Limited Liability Company Agreement (the “Second Amended and Restated LLC Agreement”) of StoneMor GP.  Pursuant to the Second Amended and Restated LLC Agreement, StoneMor GP’s management rights are vested in its board of directors and GP Holdings, as the sole member of StoneMor GP, is entitled to elect all but one of the directors of StoneMor GP.  Also on May 21, 2014, the members of GP Holdings entered into the Amended and Restated Limited Liability Company Agreement of GP Holdings, pursuant to which Hellman, as Trustee under the Trust, has the right, among other matters, to designate all but one of the directors of GP Holdings.  Thus, (i) Hellman controls GP Holdings by his power of designating all but one of the directors of GP Holdings as Trustee under the Trust and (ii) consequently, Hellman indirectly controls the Issuer through the GP Holdings’ right to elect all but one of the directors of StoneMor GP.

ACII purchased the ACII Units for investment purposes with the aim of increasing the value of its investments and the Issuer.   AUH is the sole manager of ACII and the Managing Members are the managing members of AUH.  Hellman’s control of the board of directors of StoneMor GP enables him, for the pecuniary benefit of ACII, to influence the management policies and control of the Issuer with the aim of increasing the value of the Issuer and thus ACII’s investments.  The AIM Parties retain the right to change their investment intent.

As of the date of this Schedule 13D, none of the AIM Parties has any plans or proposals which relate to or would result in any of the following actions, except as disclosed herein and except as set forth in the Common Unit Purchase Agreement, and except that the AIM Parties or their respective affiliates may, from time to time or at any time, subject to market conditions and other factors, purchase additional Common Units in the open market, in privately negotiated transactions or otherwise, or sell at any time all or a portion of the Common Units now owned or hereafter acquired by them to one or more purchasers (subject to conditions set forth in the Common Unit Purchase Agreement):
     
  ●
the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
  ●
an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
  ●
a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
  ●
any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
  ●
any material change in the present capitalization or dividend policy of the Issuer;
  ●
any other material change in the Issuer’s business or corporate structure including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
  ●
changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
  ●
causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
  ●
a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 (the “Act”); or
  ●
any action similar to any of those enumerated above.
 
However, each of the AIM Parties reserves the right to propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the Common Units to become eligible for termination of registration under Section 12(g) of the Act. The AIM Parties also retain the right to change their investment intent at any time, to acquire additional Common Units or other securities of the Issuer from time to time, or to sell or otherwise dispose of all or part of the Common Units beneficially owned by them (or any Common Units into which such securities are converted) in any manner permitted by law. The AIM Parties may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.
 
The descriptions of the Partnership Agreement and the Second Amended and Restated LLC Agreement are qualified in their entirety by reference to the full text of the Partnership Agreement and the Second Amended and Restated LLC Agreement, which are filed as Exhibits A and B, respectively, hereto and incorporated herein by reference.
 
 
 

 

 
   
Item 5.
Interest in Securities of the Issuer.
 
(a) & (b) The following information with respect to the ownership of the Common Units of the Issuer by each Reporting Person is provided as of May 21, 2014:
                               
Reporting
Person
  
Common
Units
Held
Directly
  
Sole
Voting
Power
  
Shared
Voting
Power
  
Sole
Dispositive
Power
  
Shared Dispositive
Power
  
Beneficial Ownership
    
Percentage
of Class
ACII
     2,255,947(1)     0     2,255,947 (1)   0     2,255,947(1)     2,255,947(1)       8.7 % (3)
AUH
     0     0     2,255,947 (1)   0     2,255,947(1)     2,255,947(1)       8.7 % (3)
Carbone
     0     0     2,255,947 (1)   0     2,255,947(1)     2,255,947(1)       8.7 % (3)
McCown
     0     0     2,255,947 (1)   0     2,255,947(1)     2,255,947(1)       8.7 % (3)
Hellman
     15,911(2)     15,911(2)     2,255,947 (1)   15,911(2)     2,255,947(1)     2,271,858       8.7 % (3)

(1) These Common Units are held by ACII.  AUH is the sole manager of ACII.  The Managing Members are the managing members of AUH and may be deemed to share voting and dispositive power over the Common Units held by ACII.  However, the Managing Members disclaim beneficial ownership of the Common Units held by ACII, except to the extent of their pecuniary interests therein.
(2) Hellman holds these Common Units directly.
(3) This percentage is calculated based upon 25,968,497 Common Units outstanding, including 23,712,550 Common Units outstanding on May 1, 2014, as disclosed in the Issuer’s Form 10-Q (filed with SEC on May 8, 2014), and the 2,255,947 Common Units purchased by ACII on May 21, 2014.

(c)    In addition to the transactions described in Item 4, within the last 60 days, Hellman purchased the following Common Units, all of which were purchased pursuant to a Rule 10b5-1 trading plan adopted by Hellman on November 11, 2013:
     
Date
Number of Common Units Purchased
Range of Prices per Common Unit
April 1, 2014
396
$25.14 – 25.23
May 1, 2014
412
$24.16 – 24.24
June 1, 2014 417 $23.81 – 23.82

Except as set forth herein, none of the Reporting Persons has effected any transactions in the Issuer’s Common Units during the last 60 days.

(d)    ACII’s members may receive proceeds from any sale of the Common Units held by ACII.  Except for the foregoing, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of Common Units beneficially owned by any of the Reporting Persons.

(e)     Not applicable.
   
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Pursuant to the Common Unit Purchase Agreement, (i) ACII agreed not to dispose of the ACII Units for the period commencing on May 21, 2014 and ending on July 1, 2018 (the “Lock-Up Period”), (ii) distributions paid on the ACII Units may be paid in cash or Common Units (the “Distribution Units”) or a combination thereof, as determined by the Issuer in its sole discretion, and (iii) the Distribution Units are not subject to the restriction with respect to the Lock-Up Period.
A Voting and Investment Trust Agreement was entered into by and between ACII and Hellman on May 9, 2014 whereby Hellman is the sole Trustee under the Trust, for the pecuniary benefit of ACII, and Hellman, as the Trustee under the Trust, has the record and beneficial ownership of and the exclusive voting and investment power over approximately 67.03% membership interests in GP Holdings.  AUH is the sole manager of ACII and directed ACII to enter into the Trust Agreement with Hellman.
 
Pursuant to the StoneMor Partners L.P. Long-Term Incentive Plan, as amended, Hellman is entitled to receive restricted phantom units in lieu of a portion of his annual director’s retainer fee and distribution equivalent rights on his restricted phantom units.  Such restricted phantom units are the economic equivalent of Common Units and become payable, in cash or Common Units, at the election of the Issuer, upon the separation of Hellman from service as a director or upon the occurrence of certain other events specified in Section 409A of the Internal Revenue Code of 1986, as amended.
 
 
 

 

 

The descriptions of the Partnership Agreement, the Common Unit Purchase Agreement and the Second Amended and Restated LLC Agreement included in Item 4 are incorporated herein by reference.  The descriptions of the Partnership Agreement, the Second Amended and Restated LLC Agreement, the Voting and Investment Trust Agreement and the Common Unit Purchase Agreement are qualified in their entirety by reference to the full text of the Partnership Agreement, the Second Amended and Restated LLC Agreement, the Voting and Investment Trust Agreement and the Common Unit Purchase Agreement, which are filed as Exhibits A, B, C and D, respectively, hereto and incorporated herein by reference.
   
Item 7.
Material to Be Filed as Exhibits.
 
Exhibit A:             Second Amended and Restated Agreement of Limited Partnership of StoneMor Partners L.P., dated as of September 9, 2008 (incorporated by reference to Exhibit 3.1 of the Issuer’s Form 8-K filed with SEC on September 15, 2008).

Exhibit B:              Second Amended and Restated Limited Liability Company Agreement of StoneMor GP LLC, dated as of May 21, 2014 (incorporated by reference to Exhibit 99.1 of the Issuer’s Form 8-K filed with SEC on May 23, 2014).

Exhibit C:              Voting and Investment Trust Agreement, dated as of May 9, 2014, by and between ACII and Hellman, as Trustee.

Exhibit D:             Common Unit Purchase Agreement, dated as of May 19, 2014, by and between the Issuer and ACII (incorporated by reference to Exhibit 10.1 of the Issuer’s Form 8-K filed with SEC on May 23, 2014).

Exhibit E:               Joint Filing Statement.
 
 
 

 

 
SIGNATURES
 
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.
 
     
    June 2       , 2014 AMERICAN CEMETERIES INFRASTRUCTURE INVESTORS, LLC
  BY: AIM UNIVERSAL HOLDINGS, LLC  
 
ITS:
 Manager  
       
  By: /s/Robert B. Hellman, Jr.   
   
Robert B. Hellman, Jr.
  
   
Managing Member
  
     
 
AIM UNIVERSAL HOLDINGS, LLC
  
       
  By: /s/Robert B. Hellman, Jr.   
   
Robert B. Hellman, Jr.
  
   
Managing Member
  
 
       
    /s/Matthew P. Carbone  
  MATTHEW P. CARBONE  
 
       
 
 
 /s/George E. McCown  
  GEORGE E. MCCOWN  
 
       
 
 
 /s/Robert B. Hellman, Jr.  
  ROBERT B. HELLMAN, JR.  
 
 
 EX-99.C 2 ex99_c.htm EXHIBIT C

 

EXHIBIT C
 
VOTING AND INVESTMENT TRUST AGREEMENT
 
Voting and Investment Trust Agreement (“Agreement”) made as of the 9th day of May, 2014, by and between American Cemeteries Infrastructure Investors, LLC, a Delaware limited liability company (“ACII”), and Robert B. Hellman, Jr. (in his capacity as trustee, the “Trustee”).
 
BACKGROUND
 
This Agreement hereby creates a trust (the “Trust”) for the benefit of ACII as the beneficiary and the Trustee is hereby designated as the trustee of the Trust to act in accordance with this Agreement.  The Trustee shall acquire certain equity interests (in the form of common units) in Cornerstone Family Services LLC and CFSI LLC, both Delaware limited liability companies.  The Trustee shall have all exclusive voting power and exclusive investment power with respect to the equity interests (in the form of common units) to be acquired, effective as of the date of the acquisition.  The term “exclusive voting power and exclusive investment power” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934 (“1934 Act”).  The equity interests (in the form of common units) in Cornerstone Family Services LLC or CFSI LLC are hereafter referred to as “Units”, which term shall also include any equity interests referred to in Section 2.1 hereof and any equity interests into which Units or such other equity interests are converted or exchanged pursuant to a merger, consolidation, split, dividend, recapitalization or otherwise.  The terms “ACII”, “Cornerstone Family Services LLC”, and “CFSI LLC”, as used in this Agreement, shall include their respective successors and assigns, including, but not limited to, their successors by sale of assets, merger, consolidation, division, dissolution, and other forms of succession.  To avoid any potential ambiguity, the new name of CFSI LLC, after the proposed acquisition of its common units by ACII and the merger of Cornerstone Family Services LLC into CFSI LLC, shall be StoneMor GP Holdings LLC and any reference herein to CFSI LLC shall be deemed to refer as well to StoneMor GP Holdings LLC.
 
NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:
 
1.         Transfer of Units and Voting and Investment Rights and Powers to Trustee
 
1.1      The Trustee declares that it will hold, for the benefit of ACII, any and all Units in Cornerstone Family Services LLC and CFSI LLC acquired by the Trustee.  As the holder of the Units, the Trustee, and not ACII, is entitled to all exclusive voting power and exclusive investment power with respect to the Units as such terms are defined in Rule 13d-3 promulgated by the SEC under the 1934 Act.  The term “voting power”, as defined in Rule 13d-3, includes, but is not limited to, the power to vote, or to direct the voting of the Units.  The term “investment power”, as defined in Rule 13d-3, includes, but is not limited to, the power to dispose, or to direct the disposition of the Units.  ACII hereby acknowledges that, as a result of the creation of the Trust, (i) it will not be admitted as a member of either Cornerstone Family Services LLC or CFSI LLC, nor will it have any voting power or investment power with respect to the Units, (ii) upon the acquisition of the Units, the Trustee will be admitted as a member of Cornerstone Family Services LLC and CFSI LLC and will be vested with all of such exclusive voting power and exclusive investment power with respect to the Units, and (iii) ACII’s interests in this Trust will be purely pecuniary.  ACII hereby agrees to direct Cornerstone Family Services LLC and CFSI LLC to transfer such Units directly to the Trustee on the effective date of the acquisition and to admit the Trustee as a member of each of Cornerstone Family Services LLC and CFSI LLC and to record the Trustee as the owner of such Units, with the understanding that ACII shall never become either the record or beneficial owner of such Units.  The Trustee shall hold such Units subject to the terms of this Agreement.
 
 
 

 

 
1.2      ACII hereby agrees for itself and agrees to cause each partnership, corporation, limited liability company, or other legal entity of which ACII owns an interest and any trust of which ACII is a beneficiary (“Interested Entity”), transfer to the Trustee any Units ACII or such Interested Entity may hereafter acquire.  In addition, ACII shall seek to obtain on behalf of such Interested Entity the written joinder of such Interested Entity to this Agreement, in form and substance satisfactory to the Trustee.
 
1.3      This Trust, as an entity, has no voting powers or investment powers with respect to the Units.  Only Robert B. Hellman, Jr., when acting as Trustee for this Trust, shall have voting powers and investment powers with respect to the Units, and such voting powers and investment powers are exclusive to him.
 
2.         Dividends and Other Distributions
 
2.1      ACII, as beneficiary of the Trust, shall be entitled to receive from the Trustee all dividends or other distributions with respect to the Units (whether in cash, securities or other property) received by the Trustee with respect to the Units.  If any dividend or other distribution with respect to the Units deposited with the Trustee is paid, in whole or in part, in Units or other equity interests of Cornerstone Family Services LLC and CFSI LLC, the Trustee shall likewise hold, subject to the terms of this Agreement, the Units or other equity interests which are received by the Trustee on account of such dividend or other distribution.
 
2.2      In lieu of receiving dividends or other distributions upon Units (or any other equity interests held by the Trustee) and paying the same to ACII pursuant to Section 2.1, the Trustee may submit a certification to Cornerstone Family Services LLC and CFSI LLC in writing directing the paying entity to pay such dividends or other distributions directly to ACII.  Upon receipt of such written instructions, the paying entity shall be directed to pay such dividends or other distributions directly to ACII.  Upon such instructions being given by the Trustee to the paying entity, and until revoked by the Trustee, all liability of the Trustee with respect to such dividends or other distributions shall cease.  The Trustee may at any time revoke such instructions and by written notice to the paying entity direct it to pay dividends and other distributions to the Trustee.
 
3.         Proceeds of Disposition
 
The Trustee shall pay to ACII any proceeds resulting from the disposition of the Units which the Trustee may elect to dispose of pursuant to the Trustee’s investment power as described in Section 1 hereof.  In lieu of receiving such proceeds and paying the same to ACII, the Trustee may submit a certification to Cornerstone Family Services LLC and CFSI LLC in writing directing the paying entity to pay such proceeds directly to ACII.  Upon receipt of such written instructions, the paying entity shall be directed to pay such proceeds directly to ACII.
 
 
 

 

 
4.         Subscription Rights
 
In case any new Units or other securities are offered for subscription to the holders of Units deposited hereunder, through options, rights or otherwise, promptly upon receipt of notice of such offer, the Trustee shall mail a copy thereof to ACII.  Upon receipt by the Trustee, at least five days prior to the last day fixed for subscription and payment, of a request from ACII to subscribe on ACII’s behalf, accompanied (or, if payment is not due at the subscription date, delivered at such other later date as agreed by the Trustee and ACII) by the sum of money required to pay for such Units or other securities, the Trustee shall make such subscription and payment on behalf of ACII and retain such Units or other securities in trust pursuant to the terms of this Agreement.
 
5.         Reorganization or Recapitalization
 
5.1      In the event Cornerstone Family Services LLC or CFSI LLC is merged or consolidated into another entity, or all or substantially all of the assets of either entity are transferred to another entity pursuant to a plan requiring the assets of either Cornerstone Family Services LLC or CFSI LLC be distributed in liquidation, or all the Units of either Cornerstone Family Services LLC or CFSI LLC are to be exchanged in connection with a reorganization or recapitalization of either Cornerstone Family Services LLC or CFSI LLC, then in connection with such transaction or series of transactions the terms “Cornerstone Family Services LLC” and “CFSI LLC” for all purposes of this Agreement shall be taken to include any successor entity, and the Trustee shall receive and hold under this Agreement any stock of, or other interests in, such successor entity received on account of the ownership, as Trustee hereunder, of the Units or other securities held hereunder prior to such merger, consolidation, transfer, liquidation, reorganization or recapitalization.
 
5.2      In case any reverse unit split or other reduction of the Units or reorganization or recapitalization affecting Units shall have been duly authorized, the Trustee is hereby authorized to make such surrender of Units held by the Trustee hereunder as may be required under the terms pursuant to which such reduction or reorganization or recapitalization is to be effected, and to receive and hold any and all Units or other securities of Cornerstone Family Services LLC or CFSI LLC issued in exchange for such surrendered Units.
 
6.         Trustee and Successor Trustee
 
6.1      The rights, powers, and privileges of the Trustee named hereunder shall be possessed by any successor Trustee or Trustees, with the same effect as though each such successor had originally been a party to this Agreement.  The word “Trustee” as used in this Agreement, means the Trustee and any successor Trustees acting hereunder as provided herein, and shall include both the single and the plural number.  If there is more than one Trustee, the decision of the majority of the Trustees shall be considered the decision of the Trustee.
 
 
 

 

 
6.2      The Trustee may be removed only for willful misconduct committed in bad faith and proven by clear and convincing evidence in a court of competent jurisdiction.  No removal of the Trustee shall be effective less than ninety (90) days after a final and unappealable order of a court of competent jurisdiction ordering such removal.
 
7.         Rights and Duties of Trustee; Limitation of Liability and Indemnification
 
7.1      The Trustee, as the legal owner of the Units, shall possess and have the exclusive right to exercise, in person or by nominees or proxies of the Trustee, all voting rights and powers in respect to all Units registered in the name of the Trustee hereunder, for any and every purpose, and to take part in or consent to any member or shareholders’ or similar action of any kind whatsoever (including, but not limited to, exercising dissenters’ rights of appraisal).  The right to vote shall include the right to vote for or against, to consent, to abstain or to refrain from attending any meeting with respect to the election of managers or directors or any other matter to be acted upon by the members of Cornerstone Family Services LLC or CFSI LLC at any meeting or by written consent or any other matter to which ACII has the right to consent or approve, in each case as provided for in the limited liability company agreements for Cornerstone Family Services LLC and CFSI LLC.  Without limiting such general right, it is agreed that such matters may include mortgaging, creating a security interest in, and pledging of all or any part of the Units or other securities of Cornerstone Family Services LLC or CFSI LLC, the lease or sale of all or any part of the property of Cornerstone Family Services LLC or CFSI LLC for cash, securities or other property, and the dissolution of Cornerstone Family Services LLC or CFSI LLC, or the consolidation, merger, reorganization, or recapitalization of Cornerstone Family Services LLC or CFSI LLC, all upon terms satisfactory to the Trustee or to Trustee’s nominees or proxies.  It is further agreed that: (i) action by the Trustee in voting Units or other securities or interests deposited hereunder in instances where there are shareholders’ statutory dissenters’ rights of appraisal may effectively waive or terminate any such rights as to such Units or other securities or interests, and (ii) the Trustee, in taking part in, or consenting to, any corporate or shareholders’ or limited liability company or member action, as provided in this subsection, shall have the authority to enter into any agreements and take such actions as, in the determination of the Trustee, are reasonable, including, but not limited to, entering into agreements which make representations, warranties, covenants and provisions relating to indemnification on behalf of and as attorney-in-fact for ACII, in their individual capacities.
 
7.2      The Trustee shall not be personally responsible with respect to any action taken pursuant to the vote cast or consent given by the Trustee in any matter or with respect to any other act committed or omitted pursuant to this Agreement (including, but not limited to, any sale or other disposition of the Units), unless it can be proven by clear and convincing evidence that such vote or other act or omission was not committed or omitted in good faith.  In addition, to the fullest extent permitted by law, ACII agrees to indemnify and hold the Trustee harmless from any and all claims, liabilities, damages or expenses (including, but not limited to, attorney’s fees and costs) resulting from actions taken pursuant to this Agreement, including advancing fees and cost where requested by the Trustee, unless it can be proven by clear and convincing evidence that such vote or other act or omission was not committed or omitted in good faith.  For a determination or action to be in “good faith” for purposes of this Agreement, the Trustee must subjectively believe that the determination or other action is in the best interests of ACII.  To the extent that at law or in equity the Trustee has duties (including fiduciary duties) and liabilities relating thereto to ACII, the Trustee acting under this Agreement shall not be liable to ACII or its members for good faith reliance on the provisions of this Agreement.  The provisions of this Agreement, to the extent that they restrict the duties and liabilities of the Trustee otherwise existing at law or in equity, are agreed by ACII hereto to replace such duties and liabilities.
 
 
 

 

 
8.         Perpetual Term
 
The term of this Agreement shall be perpetual.
 
9.         Dissolution or Liquidation of the Assets of Cornerstone Family Services LLC or CFSI LLC
 
In the event of the dissolution or total liquidation of the assets of Cornerstone Family Services LLC or CFSI LLC, whether voluntary or involuntary, the Trustee shall receive the moneys, securities, rights or property to which ACII is entitled, and shall timely distribute the same to ACII in proportion to its interests, as shown by the books of the Trustee, or the Trustee may in the Trustee’s discretion deposit such moneys, securities, rights or property with any bank as the Trustee may select, with authority and instructions to distribute the same as above provided, and upon such deposit, this Agreement shall terminate and all further obligations or liabilities of the Trustee in respect of such moneys, securities, rights or property so deposited shall cease and terminate.
 
10.       Compensation and Reimbursement of Trustee
 
The Trustee shall serve without compensation, but it is expressly agreed that the Trustee shall have the right to incur and pay such reasonable expenses and charges, to employ and pay such agents, advisors, attorneys, and counsel as the Trustee may deem necessary and proper with respect to the Trustee carrying out any of the Trustee’s anticipated activities or duties under this Agreement or interpreting or exercising any of the Trustee’s powers under this Agreement.  Any such expenses or charges incurred by and due to the Trustee may be deducted pro rata in the discretion of the Trustee from the dividends or other distributions or moneys or property received by the Trustee.  Nothing herein contained shall disqualify the Trustee or successor Trustees, or incapacitate any of them from serving Cornerstone Family Services LLC or CFSI LLC or any of their parents, subsidiaries, or other affiliates, as an officer, manager, or director, or in any other capacity, and in any such capacity receiving compensation.
 
11.       Entire Agreement and Counterpart
 
This Agreement expresses the entire understanding among the parties with respect to the subject matter hereof.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original against any party whose signature appears thereon, but all of which together shall constitute one and the same instrument.
 
12.       Amendments, Supplements, Waivers and Termination
 
This Agreement, or any provision hereof, may be amended, supplemented, waived, or terminated, in whole or in part, only with the written consent of both the Trustee and ACII.
 
 
 

 

 
13.       Additional Terms and Provisions
 
13.1    Notice, Distributions by the  Trustee  All distributions of cash, securities, or other property hereunder by the Trustee to ACII may be made, in the discretion of the Trustee, by mail (regular first class, registered or certified mail, as the Trustee may deem advisable), to the last known address of ACII, or such other address as may be designated by written notice to the Trustee at the Trustee’s principal office.  The principal office of the Trustee shall be at 950 Tower Lane, Suite 800, Foster City CA 94404, or at such other place as the Trustee shall specify by written notice given to ACII.
 
13.2    Binding Nature of Agreement; No Assignment  This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective heirs, personal representatives, successors and permitted assigns.  There are no third party beneficiaries of this Agreement.  No party may sell, assign, transfer or encumber such party’s rights or obligations under this Agreement without the prior written consent of the other parties hereto, except to the extent expressly permitted in this Agreement.
 
13.3    Variations in Pronouns  All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.
 
13.4    Governing Law  This Agreement is intended by the parties to be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely therein.
 
13.5    Severability  If any provision of this Agreement is construed to be invalid, illegal or unenforceable, then the remaining provisions hereof shall not be affected thereby and shall be enforceable without regard thereto.
 
13.6    Section Headings  Sections and Sub-Section headings in this Agreement are for convenience of reference only, do not constitute a part of this Agreement, and shall not affect its interpretation.
 
 
 

 

 
13.7    Arbitration  Any controversy or claim between or among the parties hereto or any individuals or entities bound hereby arising out of or relating to this Agreement, or the breach hereof, including (but not limited to) any related controversy or claim brought by one individual or entity bound by this Agreement against a defendant (whether or not bound by this Agreement) who at any time asserts a third-party claim against another individual or entity bound by this Agreement with respect to such controversy or claim, shall be submitted to and settled by arbitration in the City of San Francisco, California.  Such arbitration shall be conducted in accordance with the then prevailing rules of the American Arbitration Association by one impartial arbitrator appointed by the American Arbitration Association, who shall have been a former federal judge (excluding federal magistrates) of a U.S. District Court or a higher federal court.  The arbitrator shall hold the initial arbitration hearing within six (6) months after the appointment of the arbitrator and shall render his or her decision in writing within one (1) year after the appointment of the arbitrator.  Prior to any decision by the arbitrator, each party shall disclose to the arbitrator their last best offer and demand and the arbitrator shall pick one or the other as the award.  No fee shall be paid to the arbitrator with respect to services rendered by the arbitrator after the lapse of one (1) year from the appointment of the arbitrator.  Any award rendered by the arbitrator shall be final and binding, and not subject to appeal or other judicial review, and judgment thereon may be entered in any court of competent jurisdiction.  Nothing contained herein shall prevent any party hereto from seeking equitable relief from a court of competent jurisdiction in appropriate cases to prevent a violation of a provision of this Agreement.
 
 
 

 

 
IN WITNESS WHEREOF, the Trustee and ACII have executed this Agreement as of the day and year previously set forth.
 
 
AMERICAN CEMETERIES INFRASTRUCTURE
INVESTORS, LLC
  
     
  By: AIM Universal Holdings, LLC, its Manager  
       
 
By:
   /s/ Matthew Carbone  
  Name: Matthew Carbone  
 
Title:   Authorized Person
  
       
    /s/ Robert B. Hellman, Jr.  
 
Robert B. Hellman, Jr., Trustee
  
 
 

 

 EX-99.E 3 ex99_e.htm EXHIBIT E

 
EXHIBIT E
 
Joint Filing Statement
 
Pursuant to Rule 13d-1(k)(l) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13D is being filed on behalf of each of the undersigned.
     
    June 2       , 2014 AMERICAN CEMETERIES INFRASTRUCTURE INVESTORS, LLC
  BY: AIM UNIVERSAL HOLDINGS, LLC  
 
ITS:
 Manager  
       
  By: /s/Robert B. Hellman, Jr.   
   
 Robert B. Hellman, Jr.
  
   
 Managing Member
  
     
 
AIM UNIVERSAL HOLDINGS, LLC
  
       
  By: /s/Robert B. Hellman, Jr.   
   
 Robert B. Hellman, Jr.
  
   
 Managing Member
  
       
    /s/Matthew P. Carbone  
  MATTHEW P. CARBONE  
       
 
 
 /s/George E. McCown  
  GEORGE E. MCCOWN  
       
 
 
 /s/Robert B. Hellman, Jr.  
  ROBERT B. HELLMAN, JR.