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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No ___ )*
RTW, INC.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
74974R 10 7
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(CUSIP Number)
Polly J. Wolner, 1360 E. Orchard Beach Lane, Rice Lake, WI 54868,
PHONE: (715) 234-4063
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 23, 1996
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(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
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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
Polly J. Wolner
###-##-####
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
655,367
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 82,500
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 655,367
PERSON 10 SHARED DISPOSITIVE POWER
WITH 82,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
737,867
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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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 OF PERSON FILING. This statement is being filed by Polly J.
Wolner, an individual.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE. The
principal address of Polly J. Wolner is 1560 E. Orchard Beach Lane,
Rice Lake, WI 54868.
(c) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT. Polly J. Wolner is not
employed.
(d) CRIMINAL PROCEEDINGS. - None.
(e) LITIGATION. - None.
(f) CITIZENSHIP. Ms.Wolner 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 Polly J. Wolner
Irrevocable Trust U/A DTD 7/29/96. No consideration was paid by Ms. Wolner in
connection with the receipt of the shares.
Ms. Wolner has acquired the securities described above for investment
purposes. Ms. Wolner may, from time to time, (1) acquire additional shares of
Common Stock (subject to availability at prices deemed favorable to Ms. Wolner)
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
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Except as set forth above, Ms. Wolner 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 Polly J. Wolner was as follows:
(a) Amount Beneficially Owned - 737,867
(b) Of the shares owned by Ms. Wolner, Ms. Wolner has the power to vote as
follows:
(i) Sole power to vote or direct the vote - 655,367
(ii) Shared power to vote or direct the vote - 82,500
(iii) Sole power to dispose or direct the disposition of - 655,367
(iv) Shared power to dispose or direct the disposition of - 82,500
Ms. Wolner disclaims any beneficial interest in the following
shares held in trust for her children: 11,550 shares held by the
Polly J. Wolner Irrevocable Trust and 63,450 shares held by the Polly
Wolner Children's Trust. Ms. Wolner shares voting and dispositive
power with respect to 82,500 shares held with her spouse.
(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
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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/ POLLY J. WOLNER
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Polly J. Wolner
Page 5 of 5 Pages
