13G Filing: Axar Capital and Alliance One International Inc. (AOI)

CUSIP No. 018772301

13G

Page 3 of 10 Pages

1

NAMES OF REPORTING PERSONS

Axar GP, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)☐

(b)☐

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

254,583

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

254,583

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

254,583

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.8%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO, HC

CUSIP No. 018772301

13G

Page 4 of 10 Pages

1

NAMES OF REPORTING PERSONS

Andrew Axelrod

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)☐

(b)☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

254,583

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

254,583

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

254,583

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.8%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN, HC

(a)

Name of Issuer

Alliance One International, Inc.

(b)

Address of Issuer’s Principal Executive Offices

8001 Aerial Center Parkway, Post Office Box 2009 Morrisville , NC 27560-2009

(a)

Name of Person Filing

Pursuant to Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Act”), the following persons (collectively, the “Reporting Persons”) hereby file this Schedule 13G Statement to report the shares of Common Stock held on behalf of each of Axar Master Fund, Ltd., a Cayman Islands exempted company, and a separately managed account: Axar Capital Management, LP a Delaware limited partnership; Axar GP, LLC, a Delaware limited liability company; and Andrew Axelrod.  Axar Capital Management, LP serves as investment advisor to each of Axar Master Fund, Ltd. and the separately managed account.  Axar GP, LLC is the sole general partner of Axar Capital Management, LP.  Andrew Axelrod is the sole member of Axar GP, LLC and is the managing partner, portfolio manager and majority control person of Axar Capital Management, LP.  In such capacities, the Reporting Persons may, pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of the shares of Common Stock reported herein.  The Reporting Persons are filing this statement jointly, in accordance with Rule 13d-1(k) under the Act. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by any of the Reporting Persons that they constitute a “group.”

(b)

Address of the Principal Office or, if none, residence

1330 Avenue of the Americas, 30th Floor, New York, NY  10019

(c)

Citizenship

Axar Capital Management, LP is a Delaware limited partnership.

Axar GP, LLC is a Delaware limited liability company.

Andrew Axelrod is a citizen of the United States of America.

(d)

Title of Class of Securities

Common Stock, no par value.

(e)

CUSIP Number

018772301

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

CUSIP No. 018772301

13G

Page 6 of 10 Pages

(a)

Amount beneficially owned:  254,583 shares of Common Stock, which amount includes 230,342 shares of Common Stock held for the account of Axar Master Fund, Ltd. and 24,241 shares of Common Stock held for the account of a separately managed account.

(b)

Percent of class:  2.8% (based on 9,001,255 shares of Common Stock reported as outstanding as of October 27, 2017, according to the Issuer’s quarterly report on Form 10-Q, filed November 1, 2017.)

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote : 0

(ii)

Shared power to vote or to direct the vote: 254,583

(iii)

Sole power to dispose or to direct the disposition of  0

(iv)

Shared power to dispose or to direct the disposition of  254,583

CUSIP No. 018772301

13G

Page 7 of 10 Pages

The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):

By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under §240.14a-11.

CUSIP No. 018772301

13G

Page 8 of 10 Pages

By: /s/ Andrew Axelrod

CUSIP No. 018772301

13G

Page 9 of 10 Pages

Ex.

Page No.

CUSIP No. 018772301

13G

Page 10 of 10 Pages