-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LtW/ZvHa0bb3EpWO+V1e6CErm1vlMIFfNT/o3Shewi0336iLl5UAqnbVy63aURWx MDp4PJG/Jf8aK0G9fFRh3g== 0000919574-06-001123.txt : 20060214 0000919574-06-001123.hdr.sgml : 20060214 20060214113151 ACCESSION NUMBER: 0000919574-06-001123 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PENINSULA CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0000922616 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE BUSH ST SUITE 1150 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 MAIL ADDRESS: STREET 1: ONE SANSOME STREET STREET 2: SUITE 3134 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MODTECH HOLDINGS INC CENTRAL INDEX KEY: 0001075066 STANDARD INDUSTRIAL CLASSIFICATION: PREFABRICATED WOOD BLDGS & COMPONENTS [2452] IRS NUMBER: 330825386 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58945 FILM NUMBER: 06609249 BUSINESS ADDRESS: STREET 1: 2830 BARRETT AVE STREET 2: PO BOX 1240 CITY: PERRIS STATE: CA ZIP: 92571 BUSINESS PHONE: 9099434014 MAIL ADDRESS: STREET 1: 4675 MACARTHUR CT., STREET 2: SUITE 710 CITY: NEWPORT STATE: CA ZIP: 92660 SC 13G/A 1 d643229_13g-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)(1) Modtech Holdings Inc. (MODT) - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 60783C100 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2005 - -------------------------------------------------------------------------------- (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) [X] Rule 13d-1(c) [_] Rule 13d-1(d) - ---------- (1) 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 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. 60783C100 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Peninsula Capital Management, Inc. (2) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION California NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 237,500 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 237,500 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] - ---------- (2) The securities reported herein are held in the account of Peninsula Fund, L.P. ("Peninsula"), a private investment fund. Peninsula Capital Management, Inc. may be deemed to be a beneficial owner of such securities by virtue of its role as the general partner of Peninsula. 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.4% 12. TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 60783C100 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Peninsula Fund, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION California NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 237,500 (3) 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 237,500 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] - ---------- (3) The number of reported securities includes immediately exercisable warrants to purchase up to 237,500 shares of common stock. 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.4% 12. TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 60783C100 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Scott Bedford (4) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 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 237,500 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 237,500 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] - ---------- (4) The securities reported herein are held in the account of Peninsula Fund, L.P. ("Peninsula"), a private investment fund. Mr. Bedford may be deemed to be a beneficial owner of such securities by virtue of his role as the majority owner of the general partner of Peninsula. 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.4% 12. TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 60783C100 --------------------- Item 1(a). Name of Issuer: Modtech Holdings Inc. ____________________________________________________________________ Item 1(b). Address of Issuer's Principal Executive Offices: 2830 Barrett Ave., Perris, CA 92571 ____________________________________________________________________ Item 2(a). Name of Person Filing: Peninsula Capital Management, Inc. Peninsula Fund, L.P. Scott Bedford ____________________________________________________________________ Item 2(b). Address of Principal Business Office, or if None, Residence: Peninsula Capital Management, Inc. One Sansome Street, Suite 3134 San Francisco, CA 94104 Peninsula Fund, L.P. c/o Peninsula Capital Management, Inc. One Sansome Street, Suite 3134 San Francisco, CA 94104 Scott Bedford c/o Peninsula Capital Management, Inc. One Sansome Street, Suite 3134 San Francisco, CA 94104 ____________________________________________________________________ Item 2(c). Citizenship: Peninsula Capital Management, Inc. - California corporation Peninsula Fund, L.P. - California limited partnership Scott Bedford - United States citizen ____________________________________________________________________ Item 2(d). Title of Class of Securities: Common Stock, $0.01 par value ____________________________________________________________________ Item 2(e). CUSIP Number: 60783C100 ____________________________________________________________________ Item 3. If This Statement is Filed Pursuant to Rule 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 Exchange Act. (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [_] Investment company registered under Section 8 of the Investment Company Act. (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). 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. (a) Amount beneficially owned: Peninsula Capital Management, Inc. - 237,500 shares Peninsula Fund, L.P. - 237,500 shares Scott Bedford - 237,500 shares ______________________________________________________________________ (b) Percent of class: Peninsula Capital Management, Inc. - 1.4% Peninsula Fund, L.P. - 1.4% Scott Bedford - 1.4% ______________________________________________________________________ (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Peninsula Capital Management, Inc. - 0 Peninsula Fund, L.P. - 0 Scott Bedford - 0 ______________________, (ii) Shared power to vote or to direct the vote Peninsula Capital Management, Inc. - 237,500 Peninsula Fund, L.P. - 237,500 Scott Bedford - 237,500 _____________________, (iii) Sole power to dispose or to direct the disposition of Peninsula Capital Management, Inc. - 0 Peninsula Fund, L.P. - 0 Scott Bedford - 0 _____________________, (iv) Shared power to dispose or to direct the disposition of Peninsula Capital Management, Inc. - 237,500 Peninsula Fund, L.P. - 237,500 Scott Bedford - 237,500 _____________________. 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 person has ceased to be the beneficial owner of more than five percent of the class of securities check the following [X]. _______________________________________________________________________ Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person 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, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A _______________________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A _______________________________________________________________________ Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to S.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to S.240.13d-1(c) or S.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A _______________________________________________________________________ Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ______________________________________________________________________ Item 10. Certifications. By signing below the Reporting Persons certify that, to the best of their knowledge and belief, the securities referred to above 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 such purpose or effect. 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. February 14, 2006 ---------------------------------------- (Date) PENINSULA FUND, L.P.*** By: PENINSULA CAPITAL MANAGEMENT, INC. Its general partner By: /s/ Scott Bedford Name: Scott Bedford Title: Managing Member PENINSULA CAPITAL MANAGEMENT, INC.*** By: /s/ Scott Bedford Name: Scott Bedford Title: Managing Member /s/ Scott Bedford SCOTT BEDFORD*** *** The Reporting Person disclaims beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). EXHIBIT A AGREEMENT The undersigned agree that this Schedule 13G dated February 14, 2006 relating to the $0.01 par value Common Stock of Modtech Holdings Inc. (MODT) shall be filed on behalf of the undersigned. PENINSULA FUND, L.P.*** By: PENINSULA CAPITAL MANAGEMENT, INC. Its general partner By: /s/ Scott Bedford Name: Scott Bedford Title: Managing Member PENINSULA CAPITAL MANAGEMENT, INC.*** By: /s/ Scott Bedford Name: Scott Bedford Title: Managing Member /s/ Scott Bedford SCOTT BEDFORD*** SK 03847 0001 643229 -----END PRIVACY-ENHANCED MESSAGE-----