-----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, OUNClIldp2TBoe1K2Or08KEu1x9VTYG7sM6BN0hhF0H4OYJqYmbu5YIZ1w3KvKiG CqbZsdYTrdxSQZuUbKf8vg== 0000950142-99-000301.txt : 19990426 0000950142-99-000301.hdr.sgml : 19990426 ACCESSION NUMBER: 0000950142-99-000301 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990423 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: 99600180 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. 11 TO SCHEDULE 13D 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 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 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 SCHEDULE 13D CUSIP NO. 902 673 102 PAGE 3 OF 9 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 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 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 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 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 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 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 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 CUSIP NO. 902 673 102 PAGE 7 OF 9 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, 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." CUSIP NO. 902 673 102 PAGE 8 OF 9 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: 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 CUSIP NO. 902 673 102 PAGE 9 OF 9 PAGES ----------- 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 -----END PRIVACY-ENHANCED MESSAGE-----