Quipp Inc - Amended Statement of Beneficial Ownership (SC 13D/A)
April 17 2008 - 4:10PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
(CUSIP Number)
Farnam Street Partners, L.P.
3033 Excelsior Boulevard, Suite 300
Minneapolis, MN 55426
Phone: (612) 253-6058
With a copy to:
Douglas T. Holod, Esq.
Maslon Edelman Borman & Brand, LLP
3300 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402-4140
Phone: (612) 672-8200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No.
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748802 10 5
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Page
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2
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of
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8
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1
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NAMES OF REPORTING PERSONS
Farnam Street Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (Investment proceeds)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Minnesota
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7
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SOLE VOTING POWER
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NUMBER OF
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233,574
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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233,574
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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233,574
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No.
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748802 10 5
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Page
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3
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of
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8
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1
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NAMES OF REPORTING PERSONS
Farnam Street Capital, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (Investment proceeds)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Minnesota
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7
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SOLE VOTING POWER
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NUMBER OF
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233,574
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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233,574
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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233,574
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No.
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748802 10 5
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Page
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4
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of
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8
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1
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NAMES OF REPORTING PERSONS
Raymond E. Cabillot
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (Investment proceeds)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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233,574
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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233,574
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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233,574
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No.
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748802 10 5
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Page
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5
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of
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8
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|
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1
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NAMES OF REPORTING PERSONS
Peter O. Haeg
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (Investment proceeds)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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233,574
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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233,574
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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233,574
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $.01 par value, of Quipp, Inc., a Florida corporation
(“Quipp” or the “Issuer”). The address of Quipp’s principal executive offices is 4800 N.W.
157
th
Street, Miami, Florida 33014.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is being filed by Farnam Street Partners, L.P., a Minnesota Limited
Partnership (the “Fund” or “FSP”), of which the General Partner is Farnam Street Capital, Inc., a
Minnesota corporation. Mr. Raymond E. Cabillot is Chief Executive Officer and Chief Financial
Officer and Mr. Peter O. Haeg is President and Secretary of Farnam Street Capital, Inc. The Fund is
making this filing because it is now the beneficial owner, pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934 (the “Exchange Act”), of more than five percent (5%) of the
outstanding shares of Common Stock of the Issuer.
(b) The principal office and place of business of all of the Reporting Person is 3033
Excelsior Boulevard, Suite 300, Minneapolis, Minnesota 55426.
(c) Farnam Street Partners, L.P. was organized in January 1998 as a Minnesota Limited
Partnership. Its principal business activities involve investing in equity securities of publicly
traded companies, as well as other types of securities. (See Item (a) above for additional
information.)
(d) - (e) During the last five years, neither the Fund nor the principals of its General
Partner have been convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors) nor have the parties been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such individual was or is
subject to a judgment, decree, or final order enjoining future violations of, or prohibiting, or
mandating activity subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Farnam Street Partners, L.P. is a Minnesota limited partnership. Farnam Street Capital,
Inc. is a Minnesota corporation. Messrs. Cabillot and Haeg are citizens of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of the funds used for purchases is the investment proceeds of FSP.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person’s recent purchases were, in part, based upon the Company’s public announcement
on March 26, 2008, that the Company entered into a Merger Agreement with Illinois Tool Works, Inc.
and Headliner Acquisition Corporation. The Reporting Person may communicate, as indicated below,
with other Company shareholders regarding the proposed transaction.
Previously FSP conducted conversations with past and current members of the Company’s management
and board of directors. FSP intends to have further discussions with Company’s management, board
of directors and other shareholders of the Company. The purpose of FSP’s conversations is to
continue to gather information and to initiate a dialogue regarding possible steps to enhance
shareholder value which may include, but not be limited to, the items specified in clauses (a)
through (j) of Item 4 of the Schedule 13D filing form. FSP expects to continue its discussions with
the Company’s management and board, and may in the future make suggestions or proposals intended to
enhance shareholder value, or may take a position supporting such suggestions or proposals made by
other shareholders or outside parties.
All of the shares of the Company owned by the Reporting Person (FSP) were, at the time of their
purchase, acquired for investment purposes in the ordinary course of business. FSP makes
investments in companies that it believes are undervalued.
In the ordinary course of its business activities, FSP analyzes the operations, capital structure,
management strategies and corporate governance of the companies in whose securities it invests
(including those of the company) on a continuous basis through, among other things, analysis of
various documents, discussions with industry observers and discussions with representatives of such
companies. In the course of its business activities, FSP may participate in discussions with third
parties, including other holders of securities of subject companies, or with management of subject
companies regarding potential changes in the operations, management, capital structure, or
corporate governance of such companies in order to enhance shareholder value of subject companies.
Such suggestions or positions may relate to one or more
of the actions or transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Based on the Company’s performance and depending on further study of the Company’s prospects, and
upon future developments (including but not limited to performance of the Company’s stock in the
market, the attitude of, actions taken or not taken and information provided by the Company’s Board
of Directors and management, availability of funds, alternative investments, and general economic
and stock market condition), FSP may from time to time purchase additional shares of the Company’s
stock or dispose of all or some of the shares.
Except as set forth in this Item 4, FSP has no present plans or proposal that relates to or would
result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, but it
will continue to analyze and review its position based upon further developments.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
(a) The Fund beneficially owns 233,574 shares of the outstanding Common Stock of the Issuer,
representing approximately 15.8% of the Common Stock (based upon 1,477,746 shares outstanding on
March 8, 2008, as reported in the Issuer’s most recent Quarterly Report on Form 10-K for the fiscal
year ended December 31, 2007, filed on April 1, 2008).
(b) The Fund does not share voting and dispositive power with respect to any shares.
(c) TRANSACTIONS SINCE LAST FILING.
The following purchases have occurred in the last 60 days:
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Trade Date
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Number of Shares
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Price per Share
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4/15/08
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28,095
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$
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4.9741
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4/15/08
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60,000
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$
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5.00
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d. Not applicable.
e. Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO
SECURITIES OF THE ISSUER
None of the Reporting Persons is a party to any contract, arrangement, understanding or
relationship with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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Exhibit 99.1
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Agreement to file jointly (incorporated by reference to Exhibit 99.1 to
Schedule 13D filed on September 10, 2007).
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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.
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Dated: April 17, 2008
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FARNAM STREET PARTNERS, L.P.
BY: FARNAM STREET CAPITAL, INC.,
General Partner
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By:
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/s/ Raymond E. Cabillot
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Raymond E. Cabillot,
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Chief Executive Officer
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By:
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/s/ Peter O. Haeg
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Peter O. Haeg,
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President
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/s/ Raymond E. Cabillot
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Raymond E. Cabillot
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/s/ Peter O. Haeg
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Peter O. Haeg
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