SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 2)*
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Mod-Pac Corp.
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(Name of Issuer)
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Common Stock, $0.01 par value
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Class B Common Stock, $0.01 par value
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(Title of Class of Securities)
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607495108
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607495207
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(CUSIP Number)
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Daniel G. Keane
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1801 Elmwood Avenue
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Buffalo, New York 14207
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(716) 873-0640
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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December 14 , 2012
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(Date of Event Which Requires Filing of This Statement)
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CUSIP No. 607495108
607495207
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SCHEDULE 13D/A
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Page 2 of 9 Pages
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1
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NAME OF REPORTING PERSON
Daniel G. Keane
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) ý
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF/OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
280,321 shares of Common Stock1
201,237 shares of Class B Common Stock
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
280,321 shares of Common Stock1
201,237 shares of Class B Common Stock
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
280,321 shares of Common Stock1
201,237 shares of Class B Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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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
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 607495108
607495207
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SCHEDULE 13D/A
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Page 3 of 9 Pages
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1
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NAME OF REPORTING PERSON
Daniel G. Keane Descendants Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) ý
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
406,905 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
406,905 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
406,905 shares of Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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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
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 607495108
607495207
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SCHEDULE 13D/A
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Page 4 of 9 Pages
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1
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NAME OF REPORTING PERSON
Leslie R. Keane
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) ý
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF/OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
16,997 shares of Common Stock
14,995 shares of Class B Common Stock
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8
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SHARED VOTING POWER
406,905 shares of Common Stock2
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9
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SOLE DISPOSITIVE POWER
16,997 shares of Common Stock
14,995 shares of Class B Common Stock
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10
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SHARED DISPOSITIVE POWER
406,905 shares of Common Stock2
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
423,902 shares of Common Stock2
14,995 shares of Class B Common Stock
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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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
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 607495108
607495207
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SCHEDULE 13D/A
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Page 5 of 9 Pages
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1
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NAME OF REPORTING PERSON
Kevin T. Keane
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) ý
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF/OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
99,189 shares of Common Stock3
75,650 shares of Class B Common Stock4
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
99,189 shares of Common Stock3
75,650 shares of Class B Common Stock4
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
99,189 shares of Common Stock3
75,650 shares of Class B Common Stock4
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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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
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 607495108
607495207
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SCHEDULE 13D/A
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Page 6 of 9 Pages
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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.
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Item 2.
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IDENTITY AND BACKGROUND
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Item 2 of the Schedule 13D is hereby amended and restated as follows:
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(a)
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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.
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(b)
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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.
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(c)
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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.
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CUSIP No. 607495108
607495207
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SCHEDULE 13D/A
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Page 7 of 9 Pages
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(d) & (e)
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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.
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Item 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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Item 3 of the Schedule 13D is hereby supplemented as follows:
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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.
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Item 4.
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PURPOSE OF TRANSACTION
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Item 4 of the Schedule 13D is hereby supplemented as follows:
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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.
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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.
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Item 5.
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INTEREST IN SECURITIES OF THE ISSUER
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Item 5 of the Schedule 13D is hereby amended and restated as follows:
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(a)
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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.
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CUSIP No. 607495108
607495207
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SCHEDULE 13D/A
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Page 8 of 9 Pages
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(b)
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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.
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(c)
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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.
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(d)
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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.
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(e) | Not applicable. |
Item 7.
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MATERIAL TO BE FILED AS EXHIBITS
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Item 7 of the Schedule 13D is hereby supplemented as follows:
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Exhibit 11: Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act.
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CUSIP No. 607495108
607495207
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SCHEDULE 13D/A
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Page 9 of 9 Pages
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/s/ Daniel G. Keane
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DANIEL G. KEANE
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DANIEL G. KEANE DESCENDANTS TRUST
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/s/ Leslie R. Keane
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Name: Leslie R. Keane
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Title: Trustee
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/s/ Leslie R. Keane
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LESLIE R. KEANE
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/s/ Kevin T. Keane
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KEVIN T. KEANE
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/s/ Daniel G. Keane
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DANIEL G. KEANE
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DANIEL G. KEANE DESCENDANTS TRUST
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/s/ Leslie R. Keane
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Name: Leslie R. Keane
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Title: Trustee
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/s/ Leslie R. Keane
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LESLIE R. KEANE
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/s/ Kevin T. Keane
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KEVIN T. KEANE
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