-----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, TzcNfdnN2cDyJm/ypAmHh5hnEzO6H8Kqfs3/S1oeSjYbgsbyLBhPMdWboW0Z5z93 O3RLVYQQlO+Nbsem8UdoQw== 0001047469-98-003920.txt : 19980209 0001047469-98-003920.hdr.sgml : 19980209 ACCESSION NUMBER: 0001047469-98-003920 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980206 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORPHAN MEDICAL INC CENTRAL INDEX KEY: 0000929548 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 411784594 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-45345 FILM NUMBER: 98523107 BUSINESS ADDRESS: STREET 1: 13911 RIDGEDALE DR STE 475 CITY: MINNETONKA STATE: MN ZIP: 55305 BUSINESS PHONE: 6125411868 MAIL ADDRESS: STREET 1: 13911 RIGEDALE DR STREET 2: STE 475 CITY: MINNETONKA STATE: MN ZIP: 55305 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WOODLAND PARTNERS LLC CENTRAL INDEX KEY: 0001015970 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 411832463 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 60 S 6TH ST STREET 2: STE 3750 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123590002 FORMER COMPANY: FORMER CONFORMED NAME: WOODLAND PARTNERS LLC /ADV DATE OF NAME CHANGE: 19970109 SC 13G/A 1 SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* Orphan Medical, Inc. ---------------------------------- (Name of Issuer) Common Stock ---------------------------------- (Title of Class of Securities) 687303107 ---------------------------------- (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 CUSIP No. 687303107 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 304,700 Owned by -------------------------------------------------- Each Reporting (6) Shared Voting Person With Power 55,700 -------------------------------------------------- (7) Sole Dispositive Power 360,400 -------------------------------------------------- (8) Shared Dispositive Power 0 - ------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person 360,400 SHARES - ------------------------------------------------------------------------------- (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* - ------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row 9 5.9% - ------------------------------------------------------------------------------- (12) Type of Reporting Person* IA - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! Page 2 of 5 ITEM 1. (a) Name of Issuer Orphan Medical, Inc. (b) Address of Issuer's Principal Executive Offices 13911 Ridgedale Drive Suite 475 Minnetonka, MN 55305 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 687303107 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 ITEM 4. OWNERSHIP (a) Amount Beneficially Owned 360,400 shares (b) Percent of Class 5.9% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 304,700 (ii) shared power to vote or to direct the vote 55,700 (iii) sole power to dispose or to direct the disposition of 360,400 (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 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 -----END PRIVACY-ENHANCED MESSAGE-----