United States securities and exchange commission logo
August 24, 2022
Thomas G. Spencer
Partner
Duane Morris LLP
30 South 17th Street
Philadelphia, PA 19103
Re: StoneMor Inc.
Schedule 13E-3
filed by StoneMor Inc., Axar Capital Management, LP,
Axar Cemetery
Parent Corp., and Axar Cemetery Merger Corp.
File No. 005-91276
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Preliminary Proxy
Statement filed August 5, 2022
File No. 001-39172
Dear Mr. Spencer:
We have reviewed your filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Schedule 13E-3
Introduction, page 2
1. We note the disclaimer
at the end of this section relating to the affiliate status of filing
persons. Given your
determination to file a Schedule 13E-3, it is inappropriate to disclaim
such affiliate status.
Similarly, you have included several disclaimers in the proxy
statement that
introduce doubt as to the affiliate status of filing persons. Please revise
your
disclosure in both
filings.
Thomas G. Spencer
FirstName LastNameThomas G. Spencer
Duane Morris LLP
Comapany
August 24, NameDuane
2022 Morris LLP
August
Page 2 24, 2022 Page 2
FirstName LastName
Preliminary Proxy Statement
General
2. Please revise the form of proxy card to indicate it is preliminary.
Also, confirm that any
proxy cards received prior to your filing of a definitive proxy
statement will not be tallied.
Cover Letter, page i
3. Please revise the sixth paragraph of the cover letter, and any similar
disclosure elsewhere
in the proxy statement, to clarify whether the board's fairness
determination addressed
fairness as to the unaffiliated security holders, not all security
holders. Please make a
similar revision in the last paragraph of the section captioned
"Position of the Axar Group
Members as to Fairness of the Merger" (page 46).
Purpose and Reasons of the Company for the Merger, page 26
4. We note that the board based its fairness determination in part on the
recommendation of
the Conflicts Committee. We also note that the Conflicts Committee
considered the Duff
& Phelps opinion. Note that if any filing person has based its
fairness determination on the
analysis of factors undertaken by others, such person must expressly
adopt this analysis
and discussion as their own in order to satisfy the disclosure
obligation. See Question 20
of Exchange Act Release No. 34-17719 (April 13, 1981). Thus, please
revise to state, if
true, that the board adopted the Conflicts Committee analyses and
conclusion as its own
and, similarly, that the Conflicts Committee adopted Duff & Phelps's
analyses and
conclusions as its own. Alternatively, revise your disclosure to
include disclosure
responsive to Item 1014 of Regulation M-A and to address the factors
listed in instruction
2 to Item 1014.
Certain Unaudited Prospective Financial Information, page 33
5. Please revise to include the full projections instead of a summary for
both the January and
May 2022 projections.
Opinion of the Conflicts Committees Financial Advisor, page 35
6. We note, on page 18, that Duff & Phelps made a presentation to the
Conflicts Committee
on January 10, 2022. Please file such presentation as an exhibit to
the Schedule 13E-3 and
summarize the contents of that presentation in this section.
7. We note on page 41 that certain analyses were "...primarily used for
informational
purposes." Please disclose how else those analyses were utilized.
8. We note in the section captioned "Miscllaneous" that Duff & Phelps was
engaged to
provide services to a member of the company's board. Please name that
person and
disclose the fees received by Duff & Phelps.
Thomas G. Spencer
Duane Morris LLP
August 24, 2022
Page 3
Where Stockholders Can Find Additional Information, page 108
9. Note that neither Schedule 13E-3 nor Schedule 14A specifically permit
general forward
incorporation of documents to be filed in the future. Rather, you
must specifically amend
your document to specifically list any such filings. Please revise.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Daniel Duchovny at (202) 551-3619.
FirstName LastNameThomas G. Spencer Sincerely,
Comapany NameDuane Morris LLP
Division of
Corporation Finance
August 24, 2022 Page 3 Office of Mergers
& Acquisitions
FirstName LastName