UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
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)
April 16, 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
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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 1,040,000
BENEFICIALLY
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING
PERSON -0-
WITH
9. SOLE DISPOSITIVE POWER
1,040,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,040,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.2%
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 1,040,000
WITH
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
1,040,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,040,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.2%
14. TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP NO. 902 673 102 PAGE 4 OF 9 PAGES
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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 1,040,000
WITH
9. SOLE DISPOSITIVE POWER
-0-
10. SHARED DISPOSITIVE POWER
1,040,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,040,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.2%
14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP NO. 902 673 102 PAGE 5 OF 9 PAGES
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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 1,040,000
BENEFICIALLY
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING
PERSON -0-
WITH
9. SOLE DISPOSITIVE POWER
1,040,000
10. SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,040,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.2%
14 TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP NO. 902 673 102 PAGE 6 OF 9 PAGES
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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 1,040,000
BENEFICIALLY
OWNED BY EACH 8. SHARED VOTING POWER
REPORTING
PERSON -0-
WITH
9. SOLE DISPOSITIVE POWER
1,040,000
10. SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,040,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.2%
14 TYPE OF REPORTING PERSON
CO
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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 and as amended by Amendment No. 10 dated March 23,
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 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 1,040,000 Shares held by the Reporting Persons were purchased with
the personal funds of the Partnership in the aggregate amount of $3,833,210.60.
Item 4. Purpose of the Transaction.
Item 4 of the Statement shall be amended by adding the following after
the third paragraph thereof:
The Reporting Persons communicated to the Company on April 22, 1999 the
purchases by the Reporting Persons of Shares listed on Exhibit A hereto.
Furthermore, the Reporting Persons discussed the possibility that under the
Company's Rights Agreement between the Company and the American Stock Transfer &
Trust Company, as Rights Agent, dated as of January 13, 1999 (attached as
Exhibit 4 to the Company's Current Report on 8-K dated January 13, 1999 (File
No. 1- 12648))(the "Rights Agreement"), the purchases of such Shares may have
inadvertantely constituted an event triggering the ability of the Company's
shareholders (other than the Reporting Persons) to exercise the Rights (as
defined in the Rights Agreement). It was not the intent of the Reporting Persons
to potentially trigger the exercise of the Rights when the Shares listed on
Exhibit A were purchased, and accordingly, as indicated by the sale of Shares
listed on Exhibit A, the Reporting Persons have divested themselves as promptly
as practicable of a sufficient number of Shares so that they would no longer be
deemed an Aquiring Person (as defined in the Rights Agreement). The Reporting
Persons have discussed this matter with the Company and has been informed that
the Board of Directors has determined that the Reporting Persons became an
Acquiring Person inadvertently and, accordingly, the Company's shareholders will
not have the ability to exercise the Rights pusuant to the Rights Agreement.
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 1,040,000 Shares
beneficially owned by the Reporting Persons, which
constitute approximately 22.2% of the issued and
outstanding Shares.
(b) The Partnership, Cramer Capital Corporation and the
Manager have sole voting and dispositive power with
respect to 1,040,000 Shares owned by the Partnership.
James Cramer and Karen Cramer have shared voting and
dispositive power with respect to the Partnership's
1,040,000 Shares.
(c) In the last 60 days, the Reporting Persons purchased and
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
purchases were made on the open market and all sales were
conducted through private transactions.
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 "992,900" and replacing it with the number "1,040,000."
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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: April 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
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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.
- ---------------------
Cost (Sales Price) Sale/
Trade Date No. of Shares Per Share Purchase
- ---------- ------------- --------- --------
4/15/99 20,500 4.113 P
4/16/99 44,500 4.188 P
4/20/99 4,600 4.1875 P
4/23/99 25,000 3.1875 S
