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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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)
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 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 4 Pages
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CUSIP NO. 74974 R 107 13G PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas Prosser
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 5 SOLE VOTING POWER
806,867
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 806,867
PERSON 8 SHARED DISPOSITIVE POWER
WITH 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
806,867
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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Item 4. OWNERSHIP
As of September 23, 1996, the ownership of Thomas Prosser was as
follows:
(a) Amount Beneficially Owned - 806,867
(b) Percent of Class - 6.8%
(c) Of the shares owned by Mr. Prosser, Mr. Prosser has the power to vote
or dispose of the shares as follows:
(i) Sole power to vote or direct the vote - 806,867
(ii) Shared power to vote or direct the vote - 0
(iii) Sole power to dispose or direct the disposition of - 806,867
(iv) Shared power to dispose or direct the disposition of - 0
Of the shares beneficially owned by Mr. Prosser, 247,367 shares are held by
the Thomas Prosser Irrevocable Trust U/A DTD 7/29/96.
Page 3 of 4 Pages
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SIGNATURES
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/ Thomas Prosser
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Thomas Prosser
Page 4 of 4 Pages
