UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
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)
March 18, 1998
(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 [ ].
Page 1 of 8 Pages
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SCHEDULE 13D
CUSIP NO. 902 673 102 PAGE 2 OF 8 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 8. SHARED VOTING POWER
REPORTING
PERSON -0-
WITH
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)
21.3%
14. TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP NO. 902 673 102 PAGE 3 OF 8 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 8. SHARED VOTING POWER
REPORTING
PERSON 992,900
WITH
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)
21.3%
14. TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP NO. 902 673 102 PAGE 4 OF 8 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 8. SHARED VOTING POWER
REPORTING
PERSON 992,900
WITH
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)
21.3%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 902 673 102 PAGE 5 OF 8 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 992,900
BENEFICIALLY
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING
PERSON -0-
WITH
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)
21.3%
14 TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP NO. 902 673 102 PAGE 6 OF 8 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 8. SHARED VOTING POWER
REPORTING
PERSON -0-
WITH
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)
21.3%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 902 673 102 PAGE 7 OF 8 PAGES
-----------
Item 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, as amended by Amendment No. 7, dated March 18, 1996,
as amended by Amendment No. 8 dated October 28, 1996 and as amended by Amendment
No. 9 dated February 27, 1998 (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 4. PURPOSE OF THE TRANSACTION.
Item 4 of the Statement shall be amended by adding the
following after the second paragraph thereof:
The Reporting Persons communicated to the Company on March 18,
1998, that they believe that the Company should investigate and explore avenues
and options which will enhance shareholder value. In particular, the Reporting
Persons suggested to the Company that it consider (i) engaging an investment
bank to prepare a valuation analysis of the Company, (ii) exploring the
possibility of a strategic acquisition or merger with a suitable partner, (iii)
obtaining additional financing or credit arrangements, (iv) investigating the
feasibility of a public equity or debt offering or (v) if no other options are
available which might enhance shareholder value, putting the Company up for
sale. These suggested activities may involve the Company taking actions which
involve one or more of the matters described in clauses (a) through (j) of Item
4. No specific agreements or arrangements exist with respect to such matters by
or among the Reporting Persons. The Reporting Persons may, at any time and from
time to time, and reserves the right to, acquire additional securities of the
Company, dispose of any securities of the Company or formulate plans or
proposals regarding the Company or its securities, to the extent deemed
advisable by the Reporting Persons in light of their general investment policy,
market conditions or other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) of the Statement is hereby amended and restated to
read in its entirety as follows:
(a) This statement on Schedule 13D relates to 992,900 Shares
beneficially owned by the Reporting Persons, which constitute approximately
21.3% of the issued and outstanding Shares.
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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: March 23, 1998
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
