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): April 16, 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)

 

(I.R.S. 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

Not Applicable

(Former name or former address, if changed since last report)

 

 

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))

 

 

 

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

Effective April 16, 2017, Leo J. Pound was appointed Acting Chief Operating Officer of StoneMor GP LLC (“StoneMor GP”), the general partner of StoneMor Partners L.P. (the “Partnership”). Mr. Pound will remain a member of the Board of Directors of StoneMor GP (the “Board”), but has stepped down as a member of the Audit Committee of the Board in connection with his appointment as Acting Chief Operating Officer. Martin R. Lautman, Ph.D. was appointed as Mr. Pound’s replacement on the Audit Committee.

Mr. Pound, age 62, has served on the Board since August 2014. Mr. Pound has been a Principal of Pound Consulting Inc., which provides management-consulting services to both public and private enterprises, since July 2000. From February 1999 to July 2000, Mr. Pound was Chief Financial Officer of Marble Crafters, a stone importer and fabricator. From October 1995 to February 1999, he was Chief Financial Officer of Jos. H. Stomel & Sons, a wholesale distributor. Since 2013, Mr. Pound has served as the Chairman of the Audit Committee of Alliance Holdings, a private equity firm. From 2012 through December 2015, Mr. Pound had been a director at Turner Long/Short Equity Offshore, an investment partnership managed by Turner Investments, Inc. He also serves as the Chairman of the Audit Committee and as a member of the Compensation Committee and Nominating Committee of Nixon Uniform Service & Medical Wear, a textile rental company. In December 2015, Mr. Pound joined the Board of Directors of Empire Petroleum Partners, a private wholesale fuel distributor. He is also the Chairman of the Audit Committee at Empire Petroleum Partners. Mr. Pound previously served on the Board of Directors of NCO Group, Inc., an international provider of business process outsourcing services, from 2000 until 2011. Mr. Pound chaired the Audit Committee and was a member of the Nominating and Corporate Governance Committee of the Board of Directors of NCO Group, Inc. Mr. Pound is a Certified Public Accountant and a member of the American and Pennsylvania Institutes of Certified Public Accountants. Mr. Pound received a degree in Business Administration from LaSalle University where he majored in Accounting.

In connection with Mr. Pound’s appointment as Acting Chief Operating Officer, StoneMor GP and Mr. Pound entered into an oral agreement pursuant to which Mr. Pound is entitled to receive a monthly salary of $70,000 for his employment as Acting Chief Operating Officer, which amount will be pro-rated for any partial month of employment in such capacity.

Mr. Pound’s employment with StoneMor GP as Acting Chief Operating Officer is terminable by him or the Board at any time (for any reason or no reason).

There are no understandings or arrangements between Mr. Pound and any other person pursuant to which Mr. Pound was selected as Acting Chief Operating Officer.

A summary of the oral agreement between Mr. Pound and StoneMor GP with respect to his appointment as Acting Chief Operating Officer is attached hereto as Exhibit 10.1.

 

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Item 7.01    Regulation FD Disclosure

On April 17, 2017, the Partnership issued a press release announcing Mr. Pound’s appointment as Acting Chief Operating Officer and certain other matters. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1 incorporated by reference herein, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any filing made by the Partnership pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, other than to the extent that such filing incorporates any or all of such information by express reference thereto.

 

Item 9.01    Financial Statements and Exhibits

 

(d)         Exhibits.

 

Exhibit
Number

  

Description

10.1    Summary of Oral Agreement between StoneMor GP LLC and Leo J. Pound. *
99.1    Press Release dated April 17, 2017. **

*   Filed herewith.

** Furnished herewith.

 

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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.

 

Date: April 17, 2017     STONEMOR PARTNERS L.P.
    By:  

StoneMor GP LLC

its general partner

    By:   /s/ Austin K. So
      Austin K. So
      General Counsel, Chief Legal Officer & Secretary

 

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EXHIBIT INDEX

 

Exhibit
Number

  

Description

10.1    Summary of Oral Agreement between StoneMor GP LLC and Leo J. Pound.
99.1    Press Release dated April 17, 2017.

 

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EXHIBIT 10.1

Summary of Oral Agreement

between

StoneMor GP LLC and Leo J. Pound

In connection with the appointment of Leo J. Pound as Acting Chief Operating Officer of StoneMor GP LLC (“StoneMor GP”) as of April 16, 2017, Mr. Pound will receive a monthly salary of $70,000 for his employment in such capacity, which amount will be pro-rated for any partial month of employment in such capacity. Mr. Pound’s employment will be terminable by him or the Board of Directors of StoneMor GP at any time (for any reason or no reason).

 

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Exhibit 99.1

 

LOGO

 

MEDIA AND INVESTOR CONTACT:   John McNamara
  Director – Investor Relations
  StoneMor Partners L.P.
  (215) 826-2945

STONEMOR PARTNERS L.P. NAMES LEO POUND

ACTING CHIEF OPERATING OFFICER

Provides Progress Update on Review of Certain Financial Statements

TREVOSE, PA – April 17, 2017 – StoneMor Partners L.P. (NYSE: STON) (“StoneMor” or the “Partnership”) , a leading owner and operator of cemeteries and funeral homes, today announced that effective immediately, Leo J. Pound, a Director of StoneMor GP LLC (“StoneMor GP”), the general partner of the Partnership, has been appointed to its executive team as Acting Chief Operating Officer. Mr. Pound, a seasoned executive with deep expertise overseeing companies during times of transition, will help lead StoneMor and manage day-to-day operations of the business, including efforts to complete its review of certain financial statements and the ongoing restructuring and enhancement of its operations. Mr. Pound will remain a Director of the General Partner but has stepped down from the Audit Committee, where he has been replaced by Director Martin R. Lautman, Ph.D.

Robert B. Hellman, Jr., lead director of the Board of Directors and Chairman of the General Partner commented: “We are delighted to secure Leo’s leadership, guidance and support for StoneMor at this time. I have had the pleasure of working alongside Leo for several years and he brings a proven track record of improving operations, building short and long-term strategy and structuring best-in-class leadership teams.”

Leo Pound, Acting Chief Operating Officer at StoneMor, said: “I look forward to working with senior leadership and all of the caring employees at StoneMor and will be focused on moving the business forward, supporting StoneMor’s operating initiatives, and staying true to our mission ‘to help families memorialize every life with dignity.”’

Mr. Pound serves as a member of the Board of Directors for a number of companies where he focuses on improving operations, building short and long-term strategy and structuring best-in-class leadership teams. Throughout his career, Mr. Pound has worked with several multinational companies and has been active in the CEO, COO and CFO roles in a variety of service industries. In addition, he has directly managed companies’ banking relations, auditors, outside legal counsel, and relations with the financial community. He has in-depth knowledge of operational and strategic planning, M&A, forecasting and budgeting initiatives. He began his career in 1979 as an accountant. He has served as a Director of the General Partner since 2014.

The Partnership also reiterated previous statements that it currently expects that any revisions to previously reported financial information will principally reflect a decrease in net deferred revenue and an increase in partners’ capital on its previously reported consolidated balance sheets, including the quarterly periods during 2016. The Partnership also reiterated that it also currently expects the correction of these items to have an immaterial impact on cash flows for the three fiscal years ended December 31, 2016, including the quarterly periods during 2016, and have a positive impact on future cash flows since it will allow for additional funds to be withdrawn from its merchandise trusts. Lastly, as previously stated, the Partnership does not currently expect the correction of these items to affect distributable cash flow for previously reported periods.

Continued Mr. Hellman, “The StoneMor team is working diligently to complete its review of certain previously filed financial statements and to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2016 as expeditiously as possible. We appreciate the team’s efforts and look forward to sharing full details of that review in due course. Our searches for a new CEO and CFO are ongoing, and we expect to announce the results of those efforts in the near future.”

 

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About StoneMor Partners L.P.

StoneMor Partners L.P., headquartered in Trevose, Pennsylvania, is an owner and operator of cemeteries and funeral homes in the United States, with 316 cemeteries and 100 funeral homes in 27 states and Puerto Rico. StoneMor is the only publicly traded death care company structured as a partnership. StoneMor’s cemetery products and services, which are sold on both a pre-need (before death) and at-need (at death) basis, include: burial lots, lawn and mausoleum crypts, burial vaults, caskets, memorials, and all services which provide for the installation of this merchandise. For additional information about StoneMor Partners L.P., please visit StoneMor’s website, and the investors section, at http://www.stonemor.com.

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this release, including, but not limited to, information regarding Mr. Pound’s anticipated duties as Acting Chief Operating Officer, the anticipated effects of the revisions to the Partnership’s previously reported financial results, the impact on future distributable cash flow, the filing of the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, the ongoing searches for a new CEO and CFO and expectations with respect to when the results of those efforts may be announced, are forward-looking statements. Generally, the words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “project,” “expect,” “predict” and similar expressions identify these forward-looking statements. These statements are based on management’s current expectations and estimates. These statements are neither promises nor guarantees and are made subject to risks and uncertainties that could cause actual results to differ materially from those stated or implied by the forward-looking statements, including, without limitation, risks relating to the following: additional information arising from the Partnership’s continuing analysis and review of its historical recognition of revenue and its prior financial statements and the performance of additional work in this regard, as well as the review and audit by the Partnership’s registered independent public accounting firm of the Partnership’s prior financial statements; litigation and governmental investigations or proceedings arising out of or related to accounting and financial reporting matters; the Partnership’s ability to maintain an effective system of internal controls and disclosure controls; and the Partnership’s ability to identify suitable candidates for the positions of CEO and CFO. Except as required under applicable law, the Partnership assumes no obligation to update or revise any forward-looking statements made herein or any other forward-looking statements made by it, whether as a result of new information, future events or otherwise.

 

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