UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
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
40 Fulton Street
24th Floor
New York, NY 10038
Tel. No.: (212) 587-2900
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
December 21, 1999
(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 9 Pages
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SCHEDULE 13D
CUSIP No. 902 673 102 Page 2 of 9 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 470,000
BENEFICIALLY
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING
PERSON -0-
WITH
9. SOLE DISPOSITIVE POWER
470,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
470,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
14. TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP No. 902 673 102 Page 3 of 9 Pages
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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 470,000
WITH
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
470,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
470,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
14. TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP No. 902 673 102 Page 4 of 9 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 470,000
WITH
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
470,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
470,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 902 673 102 Page 5 of 9 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 470,000
BENEFICIALLY
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING
PERSON -0-
WITH
9. SOLE DISPOSITIVE POWER
470,000
10. SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
470,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 902 673 102 Page 6 of 9 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 470,000
BENEFICIALLY
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING
PERSON -0-
WITH
9. SOLE DISPOSITIVE POWER
470,000
10. SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
470,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP No. 902 673 102 Page 7 of 9 Pages
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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, as amended by Amendment
No. 9 dated February 27, 1998, as amended by Amendment No. 10 dated March 23,
1998 and as amended by Amendment No. 11 dated April 23,1998 (the "Statement"),
filed by the undersigned relating to the Common Stock, par value $0.01 per share
(the "Shares") 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 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 470,000 Shares held by the Reporting Persons were purchased with
the personal funds of the Partnership in the aggregate amount of
$2,230,085.60.
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 470,000 Shares
beneficially owned by the Reporting Persons, which constitute
approximately 9.7% of the issued and outstanding Shares.
(b) The Partnership, Cramer Capital Corporation and the Manager have
sole voting and dispositive power with respect to 470,000 Shares
owned by the Partnership. James Cramer and Karen Cramer have
shared voting and dispositive power with respect to the
Partnership's 470,000 Shares.
(c) In the last 60 days, the Reporting Persons sold 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 sales were conducted through private
transactions with the Company.
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 "1,040,000" and replacing it with the number "470,000" and by adding
the following at the end of Item 6:
Pursuant to a letter agreement dated December 17, 1999 (the "Letter
Agreement") between the Reporting Persons (other than Karen L. Cramer) and the
Company, the Reporting Persons (other than Karen L. Cramer) have agreed to not,
directly or indirectly, without the prior written consent of the Company, sell,
offer, contract to sell, pledge, grant any option to purchase or otherwise
dispose of any Shares or any securities convertible into or exchangeable for, or
any rights to purchase or acquire, Shares held by them or which may be deemed to
be beneficially owned by them pursuant to the rules and regulations promulgated
under the Securities Act of 1933, as amended, for a period of 180 days, subject
to certain exceptions for (i) estate planning purposes, (ii) charitable
purposes, (iii) transactions with respect to securities acquired in open market
transactions subsequent to the date of completion of the sale of Shares back to
the Company as contemplated in the Letter Agreement, or (iv) transfers pursuant
to any tender offer, exchange offer, merger or other extraordinary transaction
which is recommended by the Board of Directors of the Company.
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CUSIP No. 902 673 102 Page 8 of 9 Pages
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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: December 23, 1999
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 9 of 9 Pages
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EXHIBIT A
---------
Transactions in Common Stock
of The Company
Cramer Partners, L.P.
- ---------------------
Sales Price Sale/
Trade Date No. of Shares Per Share Purchase
---------- ------------- --------- --------
12/21/99 570,000 2.8125 S
