<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
------
Empi, Inc.
----------------------------------
(Name of Issuer)
Common Stock
----------------------------------
(Title of Class of Securities)
291586105
----------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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 the disclosures provided in a prior page.
The information required in 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).
Page 1 of 5
<PAGE>
CUSIP No. 291586105 13G Page 2 of 5 Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Woodland Partners LLC
41-1832463
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Citizenship or Place of Organization
Minnesota
- -------------------------------------------------------------------------------
Number of Shares (5) Sole Voting
Beneficially Power 674,500
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting
Person With Power 124,300
--------------------------------------------------
(7) Sole Dispositive
Power 798,800
--------------------------------------------------
(8) Shared Dispositive
Power 0
- -------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
798,800 SHARES
- -------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row 9
9.9%
- -------------------------------------------------------------------------------
(12) Type of Reporting Person*
IA
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5
<PAGE>
ITEM 1.
(a) Name of Issuer
Empi, Inc.
(b) Address of Issuer's Principal Executive Offices
599 Cardigan Road
St. Paul, MN 55126
ITEM 2.
(a) Name of Person Filing
Woodland Partners LLC (the "Company")
(b) Address of Principal Business Office or, if None, Residence
60 South Sixth Street
Suite 3750
Minneapolis, Minnesota 55402
(c) Citizenship
The Company is organized in Minnesota
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
291586105
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or Dealer registered under section 15 of the Act
(b) / / Bank as defined in section 3(a)(6) of the Act
(c) / / Insurance Company as defined in section 3(a)(19) of the Act
(d) / / Investment Company registered under section 8 of the
Investment Company Act
(e) /X/ Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
Page 3 of 5
<PAGE>
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned
798,800 shares
(b) Percent of Class
9.9%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
674,500
(ii) shared power to vote or to direct the vote
124,300
(iii) sole power to dispose or to direct the disposition of
798,800
(iv) shared power to dispose or to direct the disposition of
0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following / /.
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
The Company manages accounts for the benefit of its clients.
Dividends on, and the proceeds from the sale of, securities are credited to the
account which holds or held such securities. No single account managed by the
Company holds more than five percent of the class of securities referred to
above.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
Page 4 of 5
<PAGE>
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
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.
February 4, 1998
-------------------------------------------
Date
/S/ RICHARD J. RINKOFF
-------------------------------------------
Signature
Richard J. Rinkoff, Managing Partner
-------------------------------------------
Name/Title
Page 5 of 5
