| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/20/2004 |
3. Issuer Name and Ticker or Trading Symbol
STONEMOR PARTNERS LP [ STON ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Units representing limited partnership interests | 564,782 | I | See footnotes(1)(2) |
| Common Units representing limited partnership interests | 5,000 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Subordinated Units representing limited partnership interest | (3) | (3) | Common Units representing limited partnership interests | 4,239,782 | (4) | I | See footnotes(1)(2) |
| Explanation of Responses: |
| 1. These securities are held directly by CFSI LLC, a Delaware limited liability company ("CFSI"). McCown De Leeuw & Co. IV, L.P., a California limited partnership ("MDCIV"), McCown De Leeuw & Co. IV Associates, L.P., a California limited partnership ("MDCIVA") and Delta Fund LLC, a California limited liability company ("Delta" and, collectively with MDCIV and MDCIVA, the "MDC Funds") collectively control CFSI. The MDC Funds also collectively control Cornerstone Family Services LLC, a Delaware limited liability company ("CFS") that has an equity interest in CFSI. MDC Management Company IV, LLC, a California limited liability company ("MDC Management"), is the general partner of MDCIV and MDCIVA and, as such, controls MDCIV and MDCIVA. George E. McCown, Robert B. Hellman, Jr. and David E. De Leeuw are managing directors of MDC Management and, as such, collectively control MDC Management. |
| 2. CFSI, MDCIV, MDCIVA, Delta, CFS, MDC Management, Mr. De Leeuw and Mr. Hellman file Section 16 reports separately from Mr. McCown. Mr. McCown disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. |
| 3. Each Subordinated Unit will convert into one Common Unit at the end of the subordination period, which will end once the Issuer meets the financial tests in the partnership agreement, but it generally cannot end before September 30, 2009. If the tests for ending the subordination period are satisfied for any three consecutive four-quarter periods ending on or after September 30, 2007, 25% of the Subordinated Units will convert into an equal number of Common Units. Similarly, if those tests are also satisfied for any three consecutive four-quarter periods ending on or after September 30, 2008, an additional 25% of the Subordinated Units will convert into an equal number of common units. The second early conversion of Subordinated Units may not occur, however, until at least one year following the end of the period for the first early conversion of Subordinated Units. |
| 4. Each Subordinated Unit is convertible into one Common Unit on the conditions described in footnote 3. |
| Remarks: |
| George E. McCown | 09/20/2004 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||