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): ~~October~~November 257, 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.)
(State or other jurisdictionof incorporation)	(Commissionfile number)	(I.R.S. EmployerIdentification No.)
3600 Horizon Boulevard Trevose, PA		19053
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (215) 826-2800


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))

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 82.0102 ~~Other~~Results ~~Events.~~of Operations and Financial Condition

On ~~October~~November 257, 2019, StoneMor Partners L.P.’s (~~“StoneMor” or~~ the “Partnership”) ~~previously~~issued ~~announced~~a ~~Rights Offering~~press torelease ~~unitholders~~announcing ~~closed~~its tofinancial ~~subscriptions.~~results ~~Aggregate~~for ~~gross~~its quarter ~~proceeds to the Partnership were $3,647,256.00. The Rights Offering launched on September 25, 2019~~ and ~~was~~nine ~~made~~months ~~pursuant~~ended ~~to the previously-filed Registration Statement on Form S-1, which was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on~~ September 2530, 2019. ~~StoneMor~~A ~~sold~~copy ~~an aggregate~~ of ~~3,039,380~~the ~~common~~press ~~units~~release atis afurnished ~~purchase~~as ~~price~~Exhibit ~~of $1~~99.201 ~~per unit in the Rights Offering. The common units subscribed for in the Rights Offering are expected~~ to bethis ~~distributed~~Current toReport ~~applicable offering participants through the Partnership’s transfer agent or through the clearing systems of the Depository Trust Partnership, which commenced~~ on ~~October 25,~~Form ~~2019. Immediately~~8-K ~~following~~and ~~closing~~is ofincorporated ~~the~~herein ~~Rights~~by ~~Offering, the Partnership will have 42,636,311 common units outstanding~~reference.

The information infurnished pursuant to this Item 82.0102, isincluding ~~being~~Exhibit ~~furnished~~99.1, ~~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 ~~made~~under by the ~~Partnership pursuant to the~~ Securities Act of 1933, as amended, orexcept as ~~the~~otherwise ~~Exchange~~expressly ~~Act,~~stated ~~other~~in ~~than to the extent that~~ such filing ~~incorporates any or all of such information by express reference thereto~~.

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

~~This~~As ~~communication~~discussed ~~does~~above ~~not~~in ~~constitute~~Item an2.02, ~~offer~~on toNovember 7, ~~sell~~2019, orthe Partnership issued a press release announcing its financial results for the quarter ~~solicitation~~and ofnine anmonths ~~offer~~ended toSeptember 30, ~~buy~~2019. ~~any~~The ~~securities~~press orrelease aalso ~~solicitation~~included ofcertain ~~any~~updates ~~vote~~regarding ~~or approval~~the Partnership’s previously announced operational changes, divestiture efforts, rights offering and proposed C-corporation conversion.

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

~~In connection with the previously announced proposed C-Corporation conversion, StoneMor GP LLC~~ (~~to be converted into a corporation named StoneMor Inc. (“GP”~~d)) ~~and StoneMor Partners L~~Exhibits.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. After the registration statement has been declared effective by the SEC, a definitive joint proxy statement/prospectus will be mailed to the unitholders of the Partnership. 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) 826-2945.


Exhibit Number		Description

99.1		Press Release dated November 7, 2019. *

~~Participants~~* inFurnished ~~the Solicitation~~ herewith.

~~The~~2 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.

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

~~This~~Pursuant 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 ~~unitholders,~~the ~~future~~requirements ~~economic~~of ~~and industry conditions,~~ the ~~proposed~~Securities ~~merger~~Exchange ~~(including~~Act ~~its~~of ~~benefits~~1934, ~~results, effects and timing) and whether and when~~ the ~~transactions~~registrant ~~contemplated~~has byduly ~~the~~caused ~~merger~~this ~~and~~report ~~reorganization~~to ~~agreement will~~ be ~~consummated,~~signed ~~are~~on ~~forward-looking~~its ~~statements~~behalf ~~within~~by the ~~meaning of federal securities laws. The Partnership and GP believe that their expectations are based on~~undersigned ~~reasonable~~hereunto ~~assumptions.~~duly ~~No assurance, however, can be given that such expectations will prove to have been correct~~authorized.

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 C-Corporation conversion; 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.


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

~~The~~3 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.

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: October 29, 2019

STONEMOR PARTNERS L.P.

StoneMor GP LLC its general partner

/s/ Joseph M. Redling

Joseph M. Redling

President and Chief Executive Officer

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