SECURITIES AND EXCHANGE COMMISSION | |
Washington, D.C. 20549 | |
SCHEDULE 13D/A | |
Under the Securities Exchange Act of 1934 | |
(Amendment No. 2)* | |
Mod-Pac Corp. | |
(Name of Issuer) | |
Common Stock, $0.01 par value | |
Class B Common Stock, $0.01 par value | |
(Title of Class of Securities) | |
607495108 | |
607495207 | |
(CUSIP Number) | |
Daniel G. Keane | |
1801 Elmwood Avenue | |
Buffalo, New York 14207 | |
(716) 873-0640 | |
(Name, Address and Telephone Number of Person | |
Authorized to Receive Notices and Communications) | |
December 14 , 2012 | |
(Date of Event Which Requires Filing of This Statement) | |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 9 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 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).
CUSIP No. 607495108 607495207 | SCHEDULE 13D/A | Page 2 of 9 Pages |
1 | NAME OF REPORTING PERSON Daniel G. Keane | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ý | ||
3 | SEC USE ONLY | |||
4 | SOURCE OF FUNDS PF/OO (See Item 3) | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 280,321 shares of Common Stock1 201,237 shares of Class B Common Stock | ||
8 | SHARED VOTING POWER 0 | |||
9 | SOLE DISPOSITIVE POWER 280,321 shares of Common Stock1 201,237 shares of Class B Common Stock | |||
10 | SHARED DISPOSITIVE POWER 0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 280,321 shares of Common Stock1 201,237 shares of Class B Common Stock | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% of the outstanding shares of Common Stock 35.3% of the outstanding shares of Class B Common Stock 26.7% of the aggregate voting power of the outstanding shares of Common Stock and Class B Common Stock 13.9% of the economic interest of the outstanding shares of Common Stock and Class B Common Stock |
14 | TYPE OF REPORTING PERSON IN |
1 Includes 255,321 shares of Common Stock issuable upon exercise of options and 25,000 shares of Common Stock held in a custodial account for the benefit of the Reporting Person’s children for which Daniel G. Keane serves as the sole custodian.
CUSIP No. 607495108 607495207 | SCHEDULE 13D/A | Page 3 of 9 Pages |
1 | NAME OF REPORTING PERSON Daniel G. Keane Descendants Trust | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ý | ||
3 | SEC USE ONLY | |||
4 | SOURCE OF FUNDS OO (See Item 3) | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION State of New York | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 0 | ||
8 | SHARED VOTING POWER 406,905 shares of Common Stock | |||
9 | SOLE DISPOSITIVE POWER 0 | |||
10 | SHARED DISPOSITIVE POWER 406,905 shares of Common Stock | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 406,905 shares of Common Stock | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.4% of the outstanding shares of Common Stock 4.9% of the aggregate voting power of the outstanding shares of Common Stock and Class B Common Stock 12.7% of the economic interest of the outstanding shares of Common Stock and Class B Common Stock | |||
14 | TYPE OF REPORTING PERSON OO |
CUSIP No. 607495108 607495207 | SCHEDULE 13D/A | Page 4 of 9 Pages |
1 | NAME OF REPORTING PERSON Leslie R. Keane | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ý | ||
3 | SEC USE ONLY | |||
4 | SOURCE OF FUNDS PF/OO (See Item 3) | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 16,997 shares of Common Stock 14,995 shares of Class B Common Stock | ||
8 | SHARED VOTING POWER 406,905 shares of Common Stock2 | |||
9 | SOLE DISPOSITIVE POWER 16,997 shares of Common Stock 14,995 shares of Class B Common Stock | |||
10 | SHARED DISPOSITIVE POWER 406,905 shares of Common Stock2 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 423,902 shares of Common Stock2 14,995 shares of Class B Common Stock | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1% of the outstanding shares of Common Stock 2.6% of the outstanding shares of Class B Common Stock 6.9% of the aggregate voting power of the outstanding shares of Common Stock and Class B Common Stock 13.7% of the economic interest of the outstanding shares of Common Stock and Class B Common Stock |
14 | TYPE OF REPORTING PERSON IN |
2 Includes 406,905 shares of Common Stock held in trust by the Daniel G. Keane Descendants Trust.
CUSIP No. 607495108 607495207 | SCHEDULE 13D/A | Page 5 of 9 Pages |
1 | NAME OF REPORTING PERSON Kevin T. Keane | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ý | ||
3 | SEC USE ONLY | |||
4 | SOURCE OF FUNDS PF/OO (See Item 3) | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 99,189 shares of Common Stock3 75,650 shares of Class B Common Stock4 | ||
8 | SHARED VOTING POWER 0 | |||
9 | SOLE DISPOSITIVE POWER 99,189 shares of Common Stock3 75,650 shares of Class B Common Stock4 | |||
10 | SHARED DISPOSITIVE POWER 0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 99,189 shares of Common Stock3 75,650 shares of Class B Common Stock4 | |||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7% of the outstanding shares of Common Stock 13.3% of the outstanding shares of Class B Common Stock 10.2% of the aggregate voting power of the outstanding shares of Common Stock and Class B Common Stock 5.3% of the economic interest of the outstanding shares of Common Stock and Class B Common Stock |
14 | TYPE OF REPORTING PERSON IN |
3 Includes 64,750 shares of Common Stock issuable upon exercise of options and 29,439 shares of Common Stock owned by, or held in trust for the benefit of, the Reporting Person’s wife.
4 Includes 12,414 shares of Class B Common Stock owned by, or held in trust for the benefit of, the Reporting Person’s wife.
CUSIP No. 607495108 607495207 | SCHEDULE 13D/A | Page 6 of 9 Pages |
This Amendment No. 2 amends the statement on Schedule 13D filed by certain of the Reporting Persons on October 26, 2012 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed by certain of the Reporting Persons on October 29, 2012 (the Original Schedule 13D, as amended, the “Schedule 13D”) relating to the (i) shares of common stock, par value $0.01 per share (the "Common Stock"), of Mod-Pac Corp., a New York corporation (the "Issuer") and (ii) shares of class B common stock, par value $0.01 per share (the "Class B Common Stock"), of the Issuer. This Amendment No. 2 amends Items 2, 3, 4, 5 and 7 as set forth below. |
Item 2. | IDENTITY AND BACKGROUND |
Item 2 of the Schedule 13D is hereby amended and restated as follows: | |
(a) | This Schedule 13D is filed by: (i) Daniel G. Keane (“Mr. D. Keane”), with respect to the shares of Common Stock and Class B Common Stock directly held by him, as well as the Common Stock owned by his children; (ii) Daniel G. Keane Descendants Trust (the “DGK Grantor Trust”), with respect to the shares of Common Stock directly held by it; (iii) Leslie R. Keane (“Ms. L. Keane”), with respect to the shares of Common Stock and Class B Common Stock directly held by her, as well as the Common Stock directly held by the DGK Grantor Trust; and (iv) Kevin T. Keane (“Mr. K. Keane”), with respect to the shares of Common Stock and Class B Common Stock directly held by him, as well as the Common Stock and Class B Common Stock owned by, or held in trust for the benefit of, his wife. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The foregoing should not be construed in and of itself as an admission by any Reporting Person, as to beneficial ownership of shares of Common Stock held by any other Reporting Person. In addition, Mr. D. Keane disclaims any beneficial ownership of shares owned by, or held in trust for the benefit of, his wife and children and Mr. K. Keane disclaims any beneficial ownership of shares owned by, or held in trust for the benefit of, his wife. |
(b) | The address of the DGK Grantor Trust and Ms. L. Keane is 135 Doncaster Road, Buffalo, New York, 14217. The business address of Mr. D. Keane and Mr. K. Keane is 1801 Elmwood Avenue, Buffalo, New York 14207. |
(c) | The principal occupation of (i) Mr. D. Keane is to serve as a director, the President and the Chief Executive Officer of the Issuer, (ii) the DGK Grantor Trust is to hold the trust assets in trust for the beneficiaries thereof, (iii) Ms. L. Keane is to serve as the President of Saranac Consulting Inc., a privately held software development company incorporated in the State of New York and (iv) Mr. K. Keane is to serve as the Chairman of the Board of Directors of the Issuer (the “Board”) and of Astronics Corporation, a New York publicly traded corporation. Mr. D. Keane is the son of Mr. K. Keane and Ms. L. Keane is Mr. D. Keane's wife. |
CUSIP No. 607495108 607495207 | SCHEDULE 13D/A | Page 7 of 9 Pages |
(d) & (e) | During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Item 3 of the Schedule 13D is hereby supplemented as follows: | |
406,905 shares of Common Stock were transferred as a gift by Mr. D. Keane to the DGK Grantor Trust, as more fully described in Item 4 below. |
Item 4. | PURPOSE OF TRANSACTION |
Item 4 of the Schedule 13D is hereby supplemented as follows: | |
On December 14, 2012 Mr. D. Keane transferred 406,905 shares of Common Stock held by him as a gift to an irrevocable Grantor Trust, the DGK Grantor Trust, for the benefit of his wife, Ms. L. Keane, a Reporting Person, and their descendants. Mr. D. Keane, as grantor of the DGK Grantor Trust, appointed Ms. L. Keane and his brother, Kevin R. Keane as co-trustees of the DGK Grantor Trust. The trustees of the DGK Grantor Trust may sell the trust assets, vote the trust assets and/or take any action with respect to the investment of the trust assets only upon the written or oral instruction of the DGK Grantor Trust's investment manager. Mr. L. Keane acts as the initial investment advisor of the DGK Grantor Trust. | |
Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. In connection with the preliminary non-binding proposal set forth in the Letter, the Reporting Persons may in the future take certain actions, including, without limitation, pursuing discussions with the other members of management and the Board, other shareholders of the Issuer and third parties, including its advisors, with regard to their investment in the Issuer and all matters referred to in Item 4 of the Schedule 13D. |
Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5 of the Schedule 13D is hereby amended and restated as follows: | |
(a) | See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and Class B Common Stock and percentages of the Common Stock and Class B Common Stock beneficially owned by each of the Reporting Persons. The percentages reported in this Schedule 13D are calculated based upon the 2,638,300 shares of Common Stock and the 570,529 shares of Class B Common Stock outstanding as of September 29, 2012, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal period ended September 29, 2012 filed with the SEC on October 31, 2012. |
CUSIP No. 607495108 607495207 | SCHEDULE 13D/A | Page 8 of 9 Pages |
(b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock and Class B Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
(c) | Except as set forth in Item 4, none of the Reporting Persons have effected any transaction in the Issuer’s stock during the past 60 days. |
(d) | No person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock or Class B Common Stock beneficially owned by the Reporting Persons. |
(e) | Not applicable. |
Item 7. | MATERIAL TO BE FILED AS EXHIBITS |
Item 7 of the Schedule 13D is hereby supplemented as follows: | |
Exhibit 11: Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act. |
CUSIP No. 607495108 607495207 | SCHEDULE 13D/A | Page 9 of 9 Pages |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: December 17, 2012
/s/ Daniel G. Keane | ||
DANIEL G. KEANE | ||
DANIEL G. KEANE DESCENDANTS TRUST | ||
/s/ Leslie R. Keane | ||
Name: Leslie R. Keane | ||
Title: Trustee | ||
/s/ Leslie R. Keane | ||
LESLIE R. KEANE | ||
/s/ Kevin T. Keane | ||
KEVIN T. KEANE | ||
EXHIBIT 10
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATE: December 17, 2012
/s/ Daniel G. Keane | ||
DANIEL G. KEANE | ||
DANIEL G. KEANE DESCENDANTS TRUST | ||
/s/ Leslie R. Keane | ||
Name: Leslie R. Keane | ||
Title: Trustee | ||
/s/ Leslie R. Keane | ||
LESLIE R. KEANE | ||
/s/ Kevin T. Keane | ||
KEVIN T. KEANE | ||