-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RT1ak7wcywXulWLUUHEaTW8Myqyikm3mfbOtXlj6B2b2DRBxYsXleRTsFn1JiyzO JjdJM/TSqxRkwC7EsPhGNQ== 0000950142-98-000250.txt : 19980324 0000950142-98-000250.hdr.sgml : 19980324 ACCESSION NUMBER: 0000950142-98-000250 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980323 SROS: NASD GROUP MEMBERS: CRAMER CAPITAL CORPORATION GROUP MEMBERS: CRAMER J J & CO INC GROUP MEMBERS: CRAMER PARTNERS, L.P. GROUP MEMBERS: J.J. CRAMER & CO. GROUP MEMBERS: JAMES J. CRAMER GROUP MEMBERS: KAREN L. CRAMER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UFP TECHNOLOGIES INC CENTRAL INDEX KEY: 0000914156 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS FOAM PRODUCTS [3086] IRS NUMBER: 042314970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44833 FILM NUMBER: 98570641 BUSINESS ADDRESS: STREET 1: 172 EAST MAIN ST CITY: GEORGETOWN STATE: MA ZIP: 01833 BUSINESS PHONE: 5083522200 MAIL ADDRESS: STREET 1: 172 EAST MAIN ST CITY: GEORGETOWN STATE: MA ZIP: 02135 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRAMER J J & CO INC CENTRAL INDEX KEY: 0001013994 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 WALL ST STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2127424480 MAIL ADDRESS: STREET 1: 100 WALL ST STREET 2: 8 TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D/A 1 AMENDMENT NO. 10 TO SCHEDULE 13D 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 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 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 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 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 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 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. 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 -----END PRIVACY-ENHANCED MESSAGE-----