<PAGE>
-------------------------
OMB APPROVAL
-------------------------
UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: August 31, 1999
WASHINGTON, D.C. 20549 Estimated average burden
hours per response..14.90
-------------------------
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Material Sciences Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
576674105
- --------------------------------------------------------------------------------
(CUSIP Number)
March 19, 1999
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
*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 ("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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
SEC 1745(3-98)
Page 1 of 5
<PAGE>
- ------------------------
CUSIP NO. 576674105 13G
----------
- ------------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Woodland Partners LLC
41-1832463
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 870,650
-------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 119,000
-------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 989,650
-------------------------------------------------------
WITH: 8 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
989,650 SHARES
- -----------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- -----------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
- -----------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA
- -----------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5
<PAGE>
ITEM 1.
(a) Name of Issuer
Material Sciences Corporation
(b) Address of Issuer's Principal Executive Offices
2200 East Pratt Boulevard
Elk Grove Village, IL 60007
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
576674105
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR
240.13d-2(b) OR (c), 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 of 1940.
(e) /X/ An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E).
(f) / / An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F).
(g) / / A parent holding company or control person in accordance with
Section 240.13d-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 of 1940.
(j) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Page 3 of 5
<PAGE>
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned
989,650 shares
(b) Percent of Class
6.5%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
870,650
(ii) Shared power to vote or to direct the vote
119,000
(iii) Sole power to dispose or to direct the disposition of
989,650
(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 and are held in the
ordinary course of business and 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.
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 20, 2000
---------------------------------------------
Date
/s/ Richard J. Rinkoff
---------------------------------------------
Signature
Richard J. Rinkoff, Managing Partner
---------------------------------------------
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.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. SEE Section 240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
Page 5 of 5
