UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
UFP Technologies, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
902 673 102
(CUSIP Number)
JAMES J. CRAMER
100 Wall Street
8th Floor
New York, NY 10005
Tel. No.: (212) 742-4480
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
October 21, 1996
(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 which is the subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(b)(3) or (4), check the following
box <square>.
Check the following box if a fee is being paid with the statement <square>.
Page 1 of 10 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 902 673 102 PAGE 2 OF 10 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.J. Cramer & Co.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
NUMBER OF
SHARES 992,900
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
992,900
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
992,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.4%
14. TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 902 673 102 PAGE 3 OF 10 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James J. Cramer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8. SHARED VOTING POWER
992,900
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
992,900
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
992,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.4%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSPID No. 902 673 102 PAGE 4 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Karen L. Cramer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
992,900
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
992,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
992,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.4%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 902 673 102 PAGE 5 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cramer Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY 992,900
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
992,900
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
992,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.4%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 902 673 102 PAGE 6 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cramer Capital Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 992,900
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
992,900
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
992,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.4%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 902 673 102 PAGE 7 OF 10 PAGES
1. SECURITY AND ISSUER.
The undersigned hereby amends the statement on Schedule 13D, dated
December 22, 1994, as amended by Amendment No. 1, dated February 9, 1995, as
amended by Amendment No. 2, dated June 16, 1995, as amended by Amendment No. 3,
dated July 7, 1995, as amended by Amendment No. 4, dated November 3, 1995, as
amended by Amendment No. 5, dated December 29, 1995, as amended by Amendment
No. 6, dated January 19, 1996, and as amended by Amendment No. 7, dated March
18, 1996 (the "Statement"), filed by the undersigned relating to the Common
Stock, par value $0.01 per share of UFP Technologies, Inc., a Delaware
corporation (the "Company"), as set forth below. Unless otherwise indicated,
all capitalized terms used herein shall have the same meaning as set forth in
the Statement.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Statement is hereby amended and restated to read in its
entirety as follows:
This statement on Schedule 13D is being filed by J.J. Cramer & Co., a
Delaware corporation (the "Manager"), James J. Cramer, Karen L. Cramer, Cramer
Partners, L.P. (the "Partnership") and Cramer Capital Corporation
(collectively, the "Reporting Persons").
The Manager acts as an investment manager of the Partnership. Cramer
Capital Corporation is the general partner of the Partnership. The address of
the principal business and principal office of the Manager, the Partnership and
Cramer Capital Corporation is 100 Wall Street, 8th Floor, New York, New York
10005. The business address of James Cramer and Karen Cramer is 100 Wall
Street, 8th Floor, New York, New York 10005. The present principal occupation
or employment of James Cramer is President of J.J. Cramer & Co. and of Cramer
Capital Corporation and the present principal occupation or employment of Karen
Cramer is Vice President of J.J. Cramer & Co. and of Cramer Capital
Corporation.
During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws. James Cramer and Karen Cramer are
citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Statement is hereby amended and restated to read in its
entirety as follows:
The 992,900 Shares held by the Reporting Persons were
purchased with the personal funds of the Partnership in the
aggregate amount of $3,614,909.45.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a), 5(b) and 5(c) of the Statement are hereby amended and
restated to read in their entirety as follows:
(a) This statement on Schedule 13D relates to 992,900 Shares
beneficially owned by the Reporting Persons, which constitute
approximately 21.4% of the issued and outstanding Shares.
(b) The Partnership, Cramer Capital Corporation and the Manager
have sole voting and dispositive power with respect to 992,900
Shares owned by the Partnership. James Cramer and Karen Cramer
have shared voting and dispositive power with respect to the
Partnership's 992,900 Shares.
(c) In the last 60 days, the Reporting Persons purchased shares of
the Common Stock on the dates, in the amounts and at the prices
set forth on Exhibit A attached hereto and incorporated by
reference herein. All of such purchases were made on the open
market.
<PAGE>
CUSPID NO. 902 673 102 PAGE 8 OF 10 PAGES
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the Statement is amended by (i) deleting on the second line
the number "708,500" and replacing it with the number "992,900" and by deleting
the second sentence of Item 6.
<PAGE>
CUSIP NO. 902 673 102 PAGE 9 OF 10 PAGES
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.
Dated: October 29, 1996
J.J. CRAMER & CO.
By: /S/JAMES J. CRAMER
Name: James J. Cramer
Title: President
/S/JAMES J. CRAMER
James J. Cramer
/S/KAREN L. CRAMER
Karen L. Cramer
CRAMER PARTNERS, L.P.
By: CRAMER CAPITAL CORPORATION,
its general partner
By: /S/JAMES J. CRAMER
Name: James J. Cramer
Title: President
CRAMER CAPITAL CORPORATION
By: /S/JAMES J. CRAMER
Name: James J. Cramer
Title: President
<PAGE>
CUSIP NO. 902 673 102 PAGE 10 OF 10 PAGES
EXHIBIT A
Transactions in Common Stock
of The Company
CRAMER PARTNERS, L.P.
TRADE DATE NO. OF SHARES Cost (Sales Price) PURCHASE
PER SHARE
9/3/96 5,000 4.25 P
9/3/96 5,000 4.25 P
9/6/96 5,000 5.25 P
9/11/96 2,500 9.00 P
9/20/96 2,500 5.375 P
9/25/96 6,000 5.375 P
9/30/96 5,000 6.125 P
9/30/96 9,000 6.04 P
10/21/96 10,000 5.50 P
10/23/96 10,000 5.5625 P
