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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)
*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 6 Pages
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CUSIP NO. 74974 R 10 7 13G PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Alexander Fjelstad
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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5 SOLE VOTING POWER
NUMBER OF
572,057
SHARES -------------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
168,241
OWNED BY -------------------------------------------------------
7 SOLE DISPOSITIVE POWER
EACH
572,057
REPORTING -------------------------------------------------------
8 SHARED DISPOSITIVE POWER
PERSON
168,241
WITH
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
740,298
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Item 1.
(a) NAME OF ISSUER
RTW, Inc., a Minnesota corporation
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
8500 Normandale Boulevard, Suite 1400, Bloomington, MN 55437.
Item 2.
(a) NAME OF PERSON FILING. This statement is being filed by J. Alexander
Fjelstad, an individual.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE. The
principal address of Mr. Fjelstad is 8500 Normandale Boulevard, Suite
1400, Bloomington, MN 55437.
(c) CITIZENSHIP. Mr. Fjelstad is an American citizen.
(d) TITLE OF CLASS OF SECURITIES. Common Stock, No Par Value.
(e) CUSIP NUMBER. 74974R 10 7.
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) / / 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)
Page 3 of 6 Pages
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(h) / / Group, in accordance with Section 240.13d-1(b)(ii)(H)
Not Applicable.
Item 4. OWNERSHIP
As of December 31, 1996, the ownership of J. Alexander Fjelstad was as
follows:
(a) Amount Beneficially Owned - 740,298
(b) Percent of Class - 6.1%
(c) Of the shares owned by Mr. Fjelstad, Mr. Fjelstad has the power to
vote or dispose of the shares as follows:
(i) Sole power to vote or direct the vote - 572,057
(ii) Shared power to vote or direct the vote - 168,241
(iii) Sole power to dispose or direct the disposition of - 572,057
(iv) Shared power to dispose or direct the disposition of - 168,241
Of the shares beneficially owned by Mr. Fjelstad, 363,500 shares are deemed
owned present to currently exercisable options and 168,241 shares are held by
the RTW, Inc. Employee Stock Ownership Plan ("ESOP") of which Mr. Fjelstad is a
trustee. Mr. Fjelstad disclaims any beneficial ownership of the ESOP other than
the 8,114 shares allocated to his account.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable.
Page 4 of 6 Pages
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Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY REPORTED ON BY THE PARENT HOLDING COMPANY.
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(iii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.
Not Applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
Item 10. CERTIFICATES
The following certificates shall be included if the statement is filed
pursuant to Rule 13d-1(b):
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.
Not Applicable.
Page 5 of 6 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.
February 14, 1997 /s/ J. Alexander Fjelstad
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J. Alexander Fjelstad
Page 6 of 6 Pages
