-----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, WTk8S7okW2nI7omK2d/ArjkIG4kdvIswhjEEbBOvY5BsUvDCwAVMb0wr0vHrKyjm ISqFSZ0fxD0EQbTvUX2K1g== 0000912057-96-021729.txt : 19961002 0000912057-96-021729.hdr.sgml : 19961002 ACCESSION NUMBER: 0000912057-96-021729 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961001 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RTW INC /MN/ CENTRAL INDEX KEY: 0000915781 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 411440870 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45389 FILM NUMBER: 96637913 BUSINESS ADDRESS: STREET 1: 8500 NORMANDALE LAKE BLVD STREET 2: STE 1400 CITY: BLOOMINGDALE STATE: MN ZIP: 55437 BUSINESS PHONE: 6128930403 MAIL ADDRESS: STREET 1: 8500 NORMANDALE LAKE BLVD STREET 2: STE 1400 CITY: BLOOMINGTON STATE: MN ZIP: 55437 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PROSSER DANIEL F CENTRAL INDEX KEY: 0001019066 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6 MACLYNN ROAD CITY: EXCELSIOR STATE: MN ZIP: 55331 BUSINESS PHONE: 6128930403 MAIL ADDRESS: STREET 1: 6 MACLYNN ROAD CITY: EXCELSIOR STATE: MN ZIP: 55331 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No ___ )* RTW, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, No Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 74974R 10 7 - -------------------------------------------------------------------------------- (CUSIP Number) Daniel F. Prosser 540 Post Oak Boulevard, Suite 100 Houston, TX 77027, Phone: (713) 621-7979, Ext. 211 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) SEPTEMBER 23, 1996 ---------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / / . Check the following box if a fee is being paid with this statement /X/. (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.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 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). (Continued on following page(s)) Page 1 of 5 Pages CUSIP NO. 74974R 107 13D PAGE 2 OF 5 PAGES --- --- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Daniel F. Prosser ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 7 SOLE VOTING POWER 761,367 SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 761,367 PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 761,367 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! Item 1. SECURITY AND ISSUER (a) NAME OF ISSUER RTW, Inc., a Minnesota corporation (b) TITLE OF CLASS OF SECURITIES. Common Stock, No Par Value (c) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 8500 Normandale Boulevard, Suite 1400, Bloomington, MN 55437. Item 2. IDENTITY AND BACKGROUND (a) NAME OF PERSON FILING. This statement is being filed by Daniel F. Prosser, an individual. (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE. The principal address of Daniel F. Prosser is 540 Post Oak Boulevard, Suite 100, Houston, TX 77027. (c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT. Daniel F. Prosser is President and Chief Executive Officer of Telman Technologies Partners, 540 Post Oak Boulevard, Suite 100, Houston, TX 77027. (d) CRIMINAL PROCEEDINGS. - None. (e) LITIGATION. - None. (f) CITIZENSHIP. Daniel F. Prosser is a citizen of the United States. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION See Item 4. Item 4. PURPOSE OF TRANSACTION On September 23, 1996, 247,367 shares of common stock were distributed from the David C. Prosser Irrevocable Insurance Trust to the Daniel F. Prosser Irrevocable Trust U/A DTD 7/29/96. No consideration was paid by Mr. Prosser in connection with the receipt of the shares. Mr. Prosser has acquired the securities described above for investment purposes. Mr. Prosser may, from time to time, (1) acquire additional shares of Common Stock (subject to availability at prices deemed favorable to Mr. Prosser) in the open market, in privately negotiated transactions, or otherwise, or (2) attempt to dispose of shares of Common Stock in the open market, in privately negotiated transactions or otherwise. Page 3 of 5 Pages Except as set forth above, Mr. Prosser has no present plans or intentions that would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. INTEREST IN SECURITIES OF THE ISSUER As of September 23, 1996, the ownership of Daniel F. Prosser was as follows: (a) Amount Beneficially Owned - 761,367 (b) Of the shares owned by Mr. Prosser, Mr. Prosser has the power to vote as follows: (i) Sole power to vote or direct the vote - 761,367 (ii) Shared power to vote or direct the vote - 0 (iii) Sole power to dispose or direct the disposition of - 761,367 (iv) Shared power to dispose or direct the disposition of - 0 (c) Not applicable. (d) Not applicable. (e) Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None. Item 7 MATERIAL TO BE FILED AS EXHIBITS None. Page 4 of 5 Pages 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. September 30, 1996 /S/ Daniel F. Prosser --------------------- Daniel F. Prosser Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----