0000902664-13-003339.txt : 20131002 0000902664-13-003339.hdr.sgml : 20131002 20131002130305 ACCESSION NUMBER: 0000902664-13-003339 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131002 DATE AS OF CHANGE: 20131002 GROUP MEMBERS: DANIEL G. KEANE DESCENDANTS TRUST GROUP MEMBERS: KEVIN T. KEANE GROUP MEMBERS: LESLIE R. KEANE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOD PAC CORP CENTRAL INDEX KEY: 0001191857 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD CONTAINERS & BOXES [2650] IRS NUMBER: 160957153 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78992 FILM NUMBER: 131129424 BUSINESS ADDRESS: STREET 1: 1801 ELMWOOD AVE. CITY: BUFFALO STATE: NY ZIP: 14207-2496 BUSINESS PHONE: 716-873-0640 MAIL ADDRESS: STREET 1: 1801 ELMWOOD AVENUE CITY: BUFFALO STATE: NY ZIP: 14207 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KEANE DANIEL G CENTRAL INDEX KEY: 0001182855 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 1801 ELMWOOD AVE CITY: BUFFALO STATE: NY ZIP: 14207 SC 13D/A 1 p13-1798sc13da.htm DANIEL G. KEANE

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
 

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)
 

September 30, 2013

(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 7 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/APage 2 of 7 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

100 shares of Common Stock

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

100 shares of Common Stock

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

100 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)

100% of the outstanding shares of Common Stock

14

TYPE OF REPORTING PERSON

IN

           

 

 

CUSIP No.  607495108

                    607495207

SCHEDULE 13D/APage 3 of 7 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

100 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

100 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

100 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)

100% of the outstanding shares of Common Stock

14

TYPE OF REPORTING PERSON

OO

           

 

 

 

CUSIP No.  607495108

                    607495207

SCHEDULE 13D/APage 4 of 7 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

0

8

SHARED VOTING POWER

100 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

100 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

100 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)

100% of the outstanding shares of Common Stock

14

TYPE OF REPORTING PERSON

IN

           

 

 

 

CUSIP No.  607495108

                    607495207

SCHEDULE 13D/APage 5 of 7 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

100 shares of Common Stock

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

100 shares of Common Stock

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

100 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)

100% of the outstanding shares of Common Stock

14

TYPE OF REPORTING PERSON

IN

           

 

 

CUSIP No.  607495108

                    607495207

SCHEDULE 13D/APage 6 of 7 Pages

 

This Amendment No. 6 ("Amendment No.6") 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, Amendment No. 2 filed by the Reporting Persons on December 17, 2012, Amendment No. 3 filed by the Reporting Persons on January 17, 2013, Amendment No. 4 filed by the Reporting Persons on April 16, 2013 and Amendment No. 5 filed by the Reporting Persons on September 10, 2013 (the "Amendment No. 5") (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.  Capitalized terms used herein and not otherwise defined in this Amendment No. 6 have the meanings set forth in the Schedule 13D.  This Amendment No. 6 amends Items 4 and 5 as set forth below. 

 

Item 4. PURPOSE OF TRANSACTION
   
  Item 4 of the Schedule 13D is hereby supplemented as follows:
   
  On September 27, 2013, the Issuer, held a special meeting of stockholders (the "Special Meeting") to adopt the Amended Merger Agreement. On September 30, 2013, the Company completed the merger pursuant to the terms of the Amended Merger Agreement (the "Merger"). As a result of the Merger, the Company is now wholly owned by Rosalia Capital LLC, a Delaware limited liability company ("Parent").  As a result of the Merger, the Issuer is now wholly-owned by Parent. Parent is indirectly beneficially owned by the Reporting Persons.
  On September 30, 2013, each of Kevin T. Keane and Daniel G. Keane irrevocably surrendered to the Company, all of their respective right, title and interest in and to any and all options to acquire Common Stock held by them and outstanding. In connection with the Merger, (i) the Reporting Persons converted their respective Class B Common Stock, if any, into Common Stock on a 1:1 conversion ratio and, accordingly, no longer beneficially own any Class B Common Stock and (ii) all of the Reporting Persons' shares of Common Stock were contributed to Parent. 100 shares of Common Stock remain outstanding immediately after giving effect to the Merger, all of which are indirectly beneficially owned by the Reporting Persons.
   
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 percentages of the Common Stock beneficially owned by each of the Reporting Persons.  The percentages reported in this Schedule 13D are calculated based upon the 100 shares of Common Stock outstanding after the consummation of the Merger.
   

(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of 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) Other than as disclosed in Item 4, the Reporting Persons have not effected any transaction in the Issuer's stock since the filing of Amendment No. 5.
   
(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.

 

 

CUSIP No.  607495108

                    607495207

SCHEDULE 13D/APage 7 of 7 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: October 2, 2013

 

     
/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