-----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, GxkCrVhaZJ9jv92J0wmFQWUhGeTSgSOwPv8TStCdjZDogTZJKn/9TqERHpel7Jcr 6KTC8PZb4DT2OSaMyQYG6w== 0000912057-96-021735.txt : 19961002 0000912057-96-021735.hdr.sgml : 19961002 ACCESSION NUMBER: 0000912057-96-021735 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961001 SROS: NASD GROUP MEMBERS: MARGARET F PROSSER GROUP MEMBERS: PROSSER DAVID C 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: 96637937 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 DAVID C CENTRAL INDEX KEY: 0001019064 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 SC 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) Tamara Ladwig, RTW, Inc. 8500 Normandale Lake Boulevard, Minneapolis, MN 55439, Phone: (612) 897-5569 - -------------------------------------------------------------------------------- (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 8 Pages CUSIP NO. 74974 R 107 13D PAGE 2 OF 8 PAGES --- --- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David C. Prosser 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (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 396,650 SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 168,241 EACH 9 SOLE DISPOSITIVE POWER REPORTING 396,650 PERSON 10 SHARED DISPOSITIVE POWER WITH 168,241 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 564,991 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP NO. 74974 R 107 13D PAGE 3 OF 8 PAGES --- --- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Margaret F. Prosser 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (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 1,736,915 SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,736,915 PERSON 10 SHARED DISPOSITIVE POWER WITH 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,736,915 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.7 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 Common Stock, No Par Value (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 8500 Normandale Boulevard, Suite 1400, Bloomington, MN 55437. Item 2. IDENTITY AND BACKGROUND (a) NAME. This statement is being jointly filed by David C. Prosser and Margaret F. Prosser, husband and wife. (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE. The principal address of David C. Prosser and Margaret F. Prosser is 6 MacLynn Road Excelsior, MN 55331. (c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT. David C. Prosser is President and Chief Executive Officer of RTW, Inc. Margaret F. Prosser is not employed. (d) CRIMINAL PROCEEDINGS. - None. (e) LITIGATION. - None. (f) CITIZENSHIP. Mr. and Mrs. Prosser are citizens 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, 1,736,915 shares of common stock were distributed to Margaret F. Prosser from the David C. Prosser Irrevocable Insurance Trust pursuant to the Order for Reformation of Trust, dated July 29, 1996, issued by the Second Judicial Circuit Court, County of Minnehaha, State of South Dakota. No consideration was paid by Mrs. Prosser in connection with the receipt of the shares. David C. and Margaret F. Prosser hold the securities for investment purposes. The Prossers may, from time to time, (1) acquire additional shares of Common Stock (subject to availability at prices deemed favorable to the Prossers) 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 4 of 8 Pages Except as set forth above, the Prossers have 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 David C. and Margaret F. Prosser was as follows: DAVID C. PROSSER (a) Amount Beneficially Owned - 564,991 (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 - 396,650 (ii) Shared power to vote or direct the vote - 168,241 (iii) Sole power to dispose or direct the disposition of - 396,650 (iv) Shared power to dispose or direct the disposition of - 168,241 MARGARET F. PROSSER (a) Amount Beneficially Owned - 1,736,915 (b) Of the shares owned by Mrs. Prosser, Mrs. Prosser has the power to vote as follows: (i) Sole power to vote or direct the vote - 1,736,915 (ii) Shared power to vote or direct the vote - 0 (iii) Sole power to dispose or direct the disposition of - 1,736,915 (iv) Shared power to dispose or direct the disposition of - 0 Of the shares listed above, 1,736,915 shares are owned directly by Margaret F. Prosser and the following shares are beneficially owned by David C. Prosser: (i) 100 shares are deemed owned present to currently exercisable options (ii) 168,241 shares held by the RTW, Inc. Employee Stock Ownership Plan (iii) 173,700 shares are held by the David C. Prosser 1996 Charitable Remainder Trust for which Mr. Prosser serves as trustee (iv) 47,800 shares are held by the David C. Prosser 1995 Charitable Remainder Trust for which Mr. Prosser serves as trustee. David C. Prosser and Margaret F. Prosser each disclaim any beneficial ownership of the shares held the other. (c) RECENT TRANSACTIONS. On August 2, 1996, 7,200 were gifted by David C. Prosser. On August 4, 1996, 200 shares were sold by the David C. Prosser 1995 Charitable Remainder Trust at a price of $28.50 per share. On August 7, 1996, 6,300 shares were sold by the David C. Prosser 1996 Charitable Remainder Trust. at a price of $28.50 per share. (d) Not applicable. Page 5 of 8 Pages (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 Joint Filing Agreement. Page 6 of 8 Pages SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 30, 1996 /s/ David C. Prosser ---------------------------------------- David C. Prosser /s/ Margaret F. Prosser ---------------------------------------- Margaret F. Prosser Page 7 of 8 Pages EXHIBIT I JOINT FILING AGREEMENT The undersigned, David C. Prosser and Margaret F. Prosser, hereby agree that this Schedule 13D relating to securities of RTW, Inc. shall be filed on behalf of each of them. Dated: September 30, 1996 /s/ David C. Prosser ---------------------------------------- David C. Prosser /s/ Margaret F. Prosser ---------------------------------------- Margaret F. Prosser Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----