UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

~~OF THE~~ SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 715, 2019

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

(215) 826-2800

Not Applicable

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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Units	STON	New York Stock Exchange

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered Common Units STON New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 28.0201 ~~Results~~Other ~~of Operations and Financial Condition~~Events.

On November 715, 2019, StoneMor Partners L.P. (“StoneMor” or the “Partnership”) issued a press release announcing ~~its~~that StoneMor ~~financial~~GP ~~results~~LLC’s ~~for~~(“GP”) ~~its quarter~~Registration Statement on Form S-4 has become effective pursuant to the rules and ~~nine~~regulations ~~months~~of ~~ended~~the ~~September~~Securities and Exchange Commission (the “Commission”) as of November 3015, 2019, and that StoneMor has filed a definitive proxy statement/prospectus with the Commission for the special meeting of its unitholders to vote on the previously announced merger transaction between the Partnership and GP. A copy of ~~the~~this press release is furnished as Exhibit 99.1 to this ~~Current~~report ~~Report on Form 8-K~~ and is incorporated herein by reference.

The information ~~furnished~~in ~~pursuant to~~ this Item 28.0201, 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~~Section, nor shall it be ~~deemed to be~~ incorporated by reference into any filing ~~under~~made by the Partnership pursuant to the Securities Act of 1933, as amended, ~~except as~~or ~~otherwise~~the ~~expressly~~Exchange ~~stated~~Act, inother than to the extent that such filing incorporates any or all of such information by express reference thereto.

~~Item~~Important ~~8.01~~Information ~~Other~~for ~~Events.~~Investors and Unitholders

AsThis ~~discussed~~communication ~~above~~does innot ~~Item~~constitute ~~2.02,~~an onoffer ~~November 7,~~to ~~2019,~~sell ~~the~~or ~~Partnership issued a press release announcing its financial results for~~ the ~~quarter~~ ~~and~~solicitation ~~nine~~of ~~months~~an ~~ended~~offer ~~September 30,~~to ~~2019.~~buy ~~The~~any ~~press~~securities ~~release~~or ~~also~~a ~~included~~solicitation ~~certain~~of ~~updates~~any vote ~~regarding~~or ~~the Partnership’s previously announced operational changes, divestiture efforts, rights offering and proposed C-corporation conversion~~approval.

~~Item~~In 9connection with the proposed rights offering, StoneMor Partners, L.01P. ~~Financial~~(“StoneMor” ~~Statements~~or the “Partnership”) has filed a registration statement and ~~Exhibits~~prospectus with the Securities and Exchange Commission (the “SEC”). Any offer of common units pursuant to such rights offering will be made solely pursuant to the prospectus for the rights offering and following the effectiveness of such registration statement.

In connection with the previously announced C-Corporation Conversion, StoneMor GP LLC (dto be converted into a corporation named StoneMor Inc. (“GP”)) ~~Exhibits~~and StoneMor Partners L.P. (the “Partnership”) have jointly filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, which includes a prospectus of GP and a proxy statement of the Partnership. GP and the Partnership also plan to file other documents with the SEC regarding the proposed transaction. The registration statement has been declared effective by the SEC, and a definitive joint proxy statement/prospectus will be mailed to the unitholders of the Partnership no later than November 15, 2019. INVESTORS AND UNITHOLDERS OF THE PARTNERSHIP ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED C-CORPORATION CONVERSION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED C-CORPORATION CONVERSION. Investors and unitholders will be able to obtain free copies of the joint proxy statement/prospectus and other documents containing important information about GP and the Partnership once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Partnership will be available free of charge on their internet website at www.stonemor.com or by contacting their Investor Relations Department at (215) 826-4440.

ExhibitNumber		Description
99.1		Press Release dated November 7, 2019. *

*Participants ~~Furnished~~in ~~herewith.~~the Solicitation

2The Partnership, GP, and its directors and certain of its members and executive officers may be deemed to be participants in the solicitation of proxies from the unitholders of the Partnership in connection with the proposed transaction. Information about the directors and executive officers of GP is set forth in the Partnership’s Annual Report on Form 10-K which was filed with the SEC on April 3, 2019. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. Free copies of these documents can be obtained using the contact information above.

~~SIGNATURES~~Cautionary Statement Regarding Forward-Looking Statements

~~Pursuant~~This communication contains forward-looking statements. For example, statements regarding future financial performance, future competitive positioning and business synergies, future acquisition cost savings, future market demand, future benefits to ~~the~~unitholders, ~~requirements~~future ofeconomic and industry conditions, the ~~Securities~~proposed ~~Exchange~~merger ~~Act~~(including ofits ~~1934~~benefits, results, effects and timing) and whether and when the ~~registrant~~transactions ~~has~~contemplated ~~duly~~by ~~caused~~the ~~this~~merger ~~report~~and toreorganization agreement will be ~~signed~~consummated, onare ~~its~~forward-looking ~~behalf~~statements bywithin the ~~undersigned~~meaning of federal securities laws. The Partnership and GP believe that their expectations are based on ~~hereunto~~reasonable ~~duly~~assumptions. ~~authorized~~No assurance, however, can be given that such expectations will prove to have been correct.

Date: November 7, 2019	STONEMOR PARTNERS L.P.
	By:	StoneMor GP LLC its general partner
	By:	/s/ Austin K. So
		Austin K. So Senior Vice President, Chief Legal Officer and Secretary

A number of factors could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this communication. Such factors include, but are not limited to: the failure of the unitholders of the Partnership to approve the proposed reorganization; the risk that the conditions to the closing of the proposed transaction are not satisfied; the risk that regulatory approvals required for the proposed transaction are not obtained or are obtained subject to conditions that are not anticipated; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; uncertainties as to the timing of the proposed transaction; competitive responses to the proposed transaction; the inability to obtain or delay in obtaining cost savings and synergies from the proposed transaction; unexpected costs, charges or expenses resulting from the proposed transaction; the outcome of pending or potential litigation; the inability to retain key personnel; uncertainty of the expected financial performance of StoneMor Inc. following completion of the proposed transaction; and any changes in general economic and/or industry specific conditions.

3The Partnership and GP caution that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in the Partnership’s most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings, which are available at the SEC’s website, http://www.sec.gov. All subsequent written and oral forward-looking statements

concerning the Partnership, GP, the proposed transaction or other matters attributable to the Partnership, GP or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Each forward looking statement speaks only as of the date of the particular statement. Except as required by law, the Partnership and GP undertake no obligation to publicly update or revise any forward-looking statements.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits.


Exhibit Number		Description

99.1*		Press Release dated November 15, 2019.

*	Furnished herewith.

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: November 15, 2019	STONEMOR PARTNERS L.P.

	By:	StoneMor GP LLC its general partner

	By:	/s/ Joseph M. Redling Joseph M. Redling President and Chief Executive Officer

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