MATERIAL SCIENCES CORP
SC 13G/A, 2000-02-01
COATING, ENGRAVING & ALLIED SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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                                  SCHEDULE 13G
                                 (Rule 13d-102)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
          TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)

                                 Amendment No. 2

                          Material Sciences Corporation
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                                (Name of Issuer)

                                  Common Stock
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                         (Title of Class of Securities)

                                    576674105
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                                 (CUSIP Number)

                                December 31, 1999
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            (Date of Event Which Requires Filing of this Statement)


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     *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 cover 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 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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<PAGE>


CUSIP No.  576674105                   13G                   Page 1 of 1 Pages


   1.    NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

         Frank L. Hohmann III

   2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                (a)|_|

                                                                          (b)|_|

   3.    SEC USE ONLY

   4.    CITIZENSHIP OR PLACE OF ORGANIZATION

         U.S.A.

      NUMBER OF          5.   SOLE VOTING POWER       1,083,850
        SHARES
     BENEFICIALLY        6.   SHARED VOTING POWER        30,000
       OWNED BY
         EACH            7.   SOLE DISPOSITIVE POWER  1,083,850
      REPORTING
     PERSON WITH         8.   SHARED DISPOSITIVE POWER  30,000


   9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         1,113,850 Shares

  10.    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES               |_|
         CERTAIN SHARES*

  11.    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

         7.1%

  12.    TYPE OF REPORTING PERSON*

         IN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

Item 1(a).  Name of Issuer:

     Material Sciences Corporation

Item 1(b).  Address of Issuer's Principal Executive Offices:

     2200 East Pratt Boulevard
     Elk Grove Village, IL 60007

Item 2(a).  Name of Person Filing:

     Frank L. Hohmann III

Item 2(b).  Address of Principal Business Office or, if None, Residence:

     277 Park Avenue
     New York, NY 10172

Item 2(c).  Citizenship:

     U.S.A.

Item 2(d).  Title of Class of Securities:

     Common Stock

Item 2(e).  CUSIP Number:

     576674105

Item 3.  If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
         or (c), Check Whether the Person Filing is a:

     (a)  |_|  Broker or dealer registered under Section 15 of the Exchange Act;
     (b)  |_|  Bank as defined in Section 3(a)(6) of the Exchange Act;
     (c)  |_|  Insurance company as defined in Section 3(a)(19) of the
               Exchange Act;
     (d)  |_|  Investment company registered under Section 8 of the Investment
               Company Act;
     (e)  |_|  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
     (f)  |_|  An employee benefit plan or endowment fund in accordance with
               Rule 13d-1(b)(1)(ii)(F);
     (g)  |_|  A parent holding company or control person in accordance with
               Rule 13d-1(b)(1)(ii)(G);
     (h)  |_|  A savings association as defined in Section 3(b) of the
               Federal Deposit Insurance Act;
     (i)  |_|  A church plan that is excluded from the definition of an
               investment company under Section 3(c)(14) of the Investment
               Company Act;
     (j)  |_|  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
     Not Applicable.


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<PAGE>


Item 4.  Ownership.

     Provide the following information regarding the aggregate number and
percentage of the class of securities of issuer identified in Item 1.

     (a) Amount beneficially owned: 1,113,850

     (b) Percent of class: 7.1%

     (c) Number of shares as to which such person has:

           (i)  Sole power to vote or to direct the vote: 1,083,850

          (ii)  Shared power to vote or to direct the vote:  30,000

         (iii)
 Sole power to dispose or to direct the disposition of: 1,083,850

          (iv)  Shared power to dispose or to direct the disposition of: 30,000

     The number of securities reported above includes 42,000 shares, 12,000 of
which are held in trusts for children of the reporting person, as to which the
reporting person is not the trustee and as to which the reporting person
disclaims beneficial ownership, and 30,000 shares which are held in a private
charitable foundation of which the reporting person serves as trustee and as to
which the reporting person disclaims beneficial ownership.

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. |_|

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

     Not Applicable.

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.

Item 10. Certifications.

     By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.


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<PAGE>


                                    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.


                                                January 31, 2000
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                                                     (Date)

                                              /s/ Frank L. Hohmann III
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                                                  (Signature)

                                             Frank L. Hohmann III
                                   ----------------------------------------
                                                  (Name/Title)


         The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

         Attention. Intentional misstatements or omissions of fact constitute
federal criminal violations (see 18 U.S.C. 1001).


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