UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
 (Amendment No. 2)*
 
 ALLIANCE ONE INTERNATIONAL, INC.
(Name of Issuer)
 
Common Stock, no par value
(Title of Class of Securities)
 
018772301
(CUSIP Number)
 
Ricardo Mosquera, 1330 Avenue of the Americas, Sixth Floor New York, NY  10019 (P) 212-356-6137
(Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)
 
 December 31, 2016
(Date of Event which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒Rule 13d-1(b)
☐Rule 13d-1(c)
☐Rule 13d-1(d)
 
* 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 disclosures provided in a prior cover page.
 
 
The information required on 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).
 
 
Continued on following pages
Page 1 of 10 Pages
Exhibit Index: Page 9
 
CUSIP No.  018772301
Page 2 of 10
 
1
NAMES OF REPORTING PERSONS
 
 
Axar Capital Management, LP
 
 
 
 
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
 
 
939,386
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
939,386
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
939,386
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
10.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA
 
 
 
 
 
 
CUSIP No.  018772301
Page 3 of 10
 
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
 
 
939,386
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
939,386
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
939,386
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
10.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO, HC
 
 
 
 
 
 
CUSIP No.  018772301
Page 4 of 10
 
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
 
 
939,386
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
939,386
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
939,386
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
10.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN, HC
 
 
 
 
 
 
CUSIP No.  018772301
Page 5 of 10
 
Item 1.
 
 
(a)
Name of Issuer
 
Alliance One International, Inc.
 
    
 
(b)
Address of Issuer’s Principal Executive Offices
 
8001 Aerial Center Parkway, Morrisville, NC 27560-8417
 
Item 2.
 
 
(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: 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 Axar Master Fund, Ltd. 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, Sixth 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
 
Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
    
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
Page 6 of 10
 
Item 4.  Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.  All ownership information reported in this Item 4 is as of December 31, 2016.
 
Axar Capital Management, LP, Axar GP, LLC and Andrew Axelrod
 
         
 
(a)
 
Amount beneficially owned:  939,386 shares of Common Stock held for the account of Axar Master Fund, Ltd.
 
        
 
(b)
 
Percent of class:  10.5% (Based on 8,941,875 shares of Common Stock, reported as outstanding as of October 31, 2016, according to the Issuer’s quarterly report on Form 10-Q, filed November 7, 2016. This number excludes 785,313 shares owned by a wholly owned subsidiary that is not entitled to vote its shares.)
 
        
 
(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: 939,386
 
        
 
 
 
(iii)
Sole power to dispose or to direct the disposition of  0
 
        
 
 
 
(iv)
Shared power to dispose or to direct the disposition of  939,386
 
        
 
Item 5.  Ownership of Five Percent or Less of a Class.
 
Not Applicable.
 
Item 6.  Ownership of More than Five Percent on Behalf of Another Person.
 
See disclosure in Item 2 and Item 4 hereof.  Axar Master Fund, Ltd. is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the shares of Common Stock reported herein that may be deemed to be beneficially owned by the Reporting Persons.
 
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
See disclosure in Item 2 hereof.
 
Item 8.  Identification and Classification of Members of the Group.
 
Not Applicable. 
 
Item 9.  Notice of Dissolution of Group.
 
Not Applicable.  
 
 
CUSIP No.  018772301
Page 7 of 10
 
Item 10.  Certification.
 
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
Page 8 of 10
 
SIGNATURE
 
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
 
 
02/14/2017
     Date
     
   
    Axar Capital Management, LP
     
   
By: Axar GP, LLC, its General Partner
By: /s/ Andrew Axelrod
     Signature
     
   
Andrew Axelrod, Sole Member of Axar GP, LLC
    Name/Title
     
     
    Axar GP, LLC
     
    By: /s/ Andrew Axelrod
     Signature
     
    Andrew Axelrod, Sole Member
   
Name/Title
     
     
    Andrew Axelrod
     
    /s/ Andrew Axelrod
    Signature
 
 
CUSIP No.  018772301
Page 9 of 10
 
 
EXHIBIT INDEX
 
 
Ex.
 
Page No.
     
1. Joint Filing Agreement    10
 
 
 
 
CUSIP No.  018772301
Page 10 of 10
 
EXHIBIT 1
 
JOINT FILING AGREEMENT
 PURSUANT TO RULE 13d-1(k)
 
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Alliance One International, Inc., dated as of February 14, 2017 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
 
 
 
 
02/14/2017
     Date
     
   
    Axar Capital Management, LP
     
   
By: Axar GP, LLC, its General Partner
By: /s/ Andrew Axelrod
     Signature
     
   
Andrew Axelrod, Sole Member of Axar GP, LLC
    Name/Title
     
     
    Axar GP, LLC
     
    By: /s/ Andrew Axelrod
     Signature
     
    Andrew Axelrod, Sole Member
   
Name/Title
     
     
    Andrew Axelrod
     
    /s/ Andrew Axelrod
    Signature