SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No.1)*
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)
October 26, 2012
(Date of Event Which Requires Filing of This Statement)

 

 

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 704,223 shares of Common Stock1 216,232 shares of Class B Common Stock2
	8	SHARED VOTING POWER             0
	9	SOLE DISPOSITIVE POWER 704,223 shares of Common Stock1 216,232 shares of Class B Common Stock2
	10	SHARED DISPOSITIVE POWER             0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 704,223 shares of Common Stock1 216,232 shares of Class B Common Stock2
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.3% of the outstanding shares of Common Stock 37.9% of the outstanding shares of Class B Common Stock 33.3% of the aggregate voting power of the outstanding shares of Common Stock and Class B Common Stock 26.6% of the economic interest of the outstanding shares of Common Stock and Class B Common Stock
14	TYPE OF REPORTING PERSON IN

 

 

 

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 13.2% 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

 

 

 

 

 

 

 

 

 

October 26, 2012

Attn: Board of Directors

STRICTLY CONFIDENTIAL

1.

Purchase Price:  The Buyer Group is prepared to offer $7.20 per share, in cash, for the Shares not currently owned by the Buyer Group.

2.

Financing:  We intend to finance the Acquisition with a combination of debt and equity capital.  Equity financing will be provided by the Buyer Group or its affiliated entities in the form of cash and/or rollover equity in the Company.  Debt financing will be provided by third party financial institutions.  We have held discussions with a variety of banks who have expressed interest in providing loans to finance the Acquisition.  We are confident that we will secure adequate financing to consummate the Acquisition.

3.

Due Diligence:  Our debt financing sources will be in a position to commence due diligence for the transaction immediately upon receiving confirmation of your willingness to proceed. Due to the familiarity of the Buyer Group with the Company, we intend to complete only limited, confirmatory due diligence.

4.

Definitive Agreement:  We are prepared to negotiate and finalize a definitive agreement (the “Definitive Agreements”) concurrently with our financing sources’ due diligence review.  This proposal is subject to execution of a Definitive Agreement, which will include provisions typical for transactions of this type.

5.

Confidentiality:  Until such time as we have executed a Definitive Agreement or terminated our discussions, we expect that all parties will proceed in a confidential manner, except as otherwise required by law.

6.

Stock to be Purchased:  We believe that the Acquisition will provide superior value to the Company’s shareholders.  We recognize the Board of Directors’ need to evaluate the proposed Acquisition independently before it can make a determination whether to endorse it.  In considering the proposed Acquisition, you should be aware that in our capacity as stockholders we are interested only in acquiring the outstanding shares that the Buyer Group and their affiliates do not already own, and that in our capacity as stockholders the Buyer Group and their affiliates do not intend to sell their stake in the Company to a third party,  nor would we expect, in our capacity as stockholders, to vote in favor of any alternative sale, merger or similar transaction involving the Company other than the transaction outlined here.

 

 

 

 

7.

Advisors:  The Buyer Group has retained Schulte Roth & Zabel LLP (“Schulte”) as its legal counsel, and Daroth Capital Advisors LLC (“Daroth”) as its financial advisor in connection with this proposal and the Acquisition.

8.

No Binding Commitment.  This letter constitutes a preliminary indication of our interest, and does not constitute a binding commitment with respect to an Acquisition.  Such a commitment will result only from the execution of a Definitive Agreement, and then will be on the terms provided in such documentation.

/s/ Daniel G. Keane

Daniel G. Keane

 

 

 

Kevin T. Keane