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Axar Capital Management L.P. – ‘SC 13G/A’ on 6/10/20 re: Stage Stores Inc

On:  Wednesday, 6/10/20, at 4:31pm ET   ·   Accession #:  902664-20-2352   ·   File #:  5-50105

Previous ‘SC 13G’:  ‘SC 13G’ on 5/13/20   ·   Latest ‘SC 13G’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/10/20  Axar Capital Management L.P.      SC 13G/A               1:68K  Stage Stores Inc                  Schulte Roth & Z… LLP/FA

Amendment to Statement of Acquisition of Beneficial Ownership by a Passive Investor   —   Sch. 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Stage Stores Inc                                    HTML     35K 


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 

Stage Stores, Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

85254C305

(CUSIP Number)
 

May 31, 2020

(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 8 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 C: 

 

CUSIP No. 85254C30513G/APage  C: 2 of 8 Pages

 

1

NAME OF REPORTING PERSON

Axar Capital Management, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

-0-

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

IA

         

 

 C: 

 

CUSIP No. 85254C30513G/APage 3 of 8 Pages

 

1

NAME OF REPORTING PERSON

Axar GP, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

-0-

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

OO, HC

         

 

 

 C: 

 

CUSIP No. 85254C30513G/APage 4 of 8 Pages

 

1

NAME OF REPORTING PERSON

Andrew Axelrod

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

-0-

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

IN, HC

         

 

 

 C: 

 

CUSIP No. 85254C30513G/APage 5 of 8 Pages

 

Item 1(a). NAME OF ISSUER:
   
  Stage Stores, Inc. (the "Issuer").
   
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  2425 West Loop South, Houston, Texas 77027
   
Item 2(a). NAME OF PERSON FILING
   
  This statement is filed by the entities and persons listed below, who are collectively referred to herein as the "Reporting Persons".
   
  (i) Axar Capital Management, LP, a Delaware limited partnership, which serves as the investment manager (the "Investment Manager") to certain funds and/or managed accounts (collectively, the "Axar Vehicles"), with respect to the shares of Common Stock (as defined in Item 2(d) below) held by the Axar Vehicles;
   
 

(ii) Axar GP, LLC, a Delaware limited liability company (the "GP"), which serves as the general partner to the Investment Manager, with respect to the shares of Common Stock held by the Axar Vehicles; and

 

  (iii) Mr. Andrew Axelrod, a United States citizen, who serves as the sole member of the GP, with respect to the shares of Common Stock held by the Axar Vehicles.
   
  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief.
   
  The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Sections 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the beneficial owner of the shares of Common Stock reported herein.
   
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OF, IF NONE, RESIDENCE
   
  1330 Avenue of the Americas, 30th Floor, New York, NY 10019
   
Item 2(c). CITIZENSHIP
   
  (i) The Investment Manager is a Delaware limited partnership;
   
  (ii) The GP is a Delaware limited partnership; and
   
  (iii) Mr. Andrew Axelrod is a United States citizen.
   
Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Stock, par value $0.01 per share ("Common Stock")
   

 

 C: 

 

CUSIP No. 85254C30513G/APage 6 of 8 Pages

 

Item 2(d). CUSIP NUMBER
   
  85254C305

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) x Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

Employee benefit plan or endowment fund in accordance with

Rule 13d-1(b)(1)(ii)(F);

  (g) x

Parent holding company or control person in accordance with

Rule 13d-1(b)(1)(ii)(G);

  (h) ¨ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
  (i) ¨ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
  (j) ¨ Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution:__________________________

 

Item 4. OWNERSHIP
   
  The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
   
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following:  ý

 

 

 C: 

 

CUSIP No. 85254C30513G/APage 7 of 8 Pages

 

   
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  Not applicable.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Not applicable.
   
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.
   
Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.
   
Item 10. CERTIFICATION
   
  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
   

 

 C: 

 

CUSIP No. 85254C30513G/APage 9 of 8 Pages

 

SIGNATURES

After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: June 10, 2020

 

 

AXAR CAPITAL Management, LP    
By: Axar GP, LLC, its General Partner    

 

By: /s/ Andrew Axelrod

   
Name: Andrew Axelrod    
Title: Sole Member    
     
AXAR GP, LLC    
     
By: /s/ Andrew Axelrod    
Name: Andrew Axelrod    
Title: Sole Member    
     
/s/ Andrew Axelrod    
ANDREW AXELROD    
     

 

 


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