<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
RTW, Inc.
---------------------------------------------
(Name of Issuer)
Common Stock, no par value.
---------------------------------------------
(Title of Class of Securities)
74974R 10 7
---------------------------------------------
(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>
CUSIP NO. 74974 R 10 7 13G PAGE 2 OF 4 PAGES
-------------- -- -
- -------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. ALEXANDER FJELSTAD
- -------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------- ----------------------------------------------------------------------
3 SEC USE ONLY
- -------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
MR. FJELSTAD IS A CITIZEN OF THE UNITED STATES.
- ---------------------------------------------------- ---- ---------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES Not applicable
---- ----------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY Not applicable
---- ----------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING Not applicable
---- ----------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH Not applicable
- -------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Not applicable
- -------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- -------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Not applicable
- -------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
Individual
- -------- ----------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
ITEM 1.
(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.
(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:
2439 Emerald Trail
Minnetonka, MN 55305
(c) CITIZENSHIP:
Mr. Fjelstad is a citizen of the United States.
(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 ss.240.13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance withss.240.13d-1(b)(ii)(G)
(Note: See Item 7)
(h) / / Group, in accordance with ss.240.13d-1(b)(ii)(H)
Not Applicable.
Page 3 of 4 Pages
<PAGE>
ITEM 4. OWNERSHIP:
Not applicable
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the that as of the date
hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities , check the
following /X/.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY REPORTED ON BY THE PARENT HOLDING COMPANY:
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.
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 12, 1999 /s/ J. Alexander Fjelstad
-------------------------------
J. Alexander Fjelstad
Page 4 of 4 Pages
