SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-K/A
Amendment No. 1 to Form 10-K



| |  | [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
| |  | ----------------------------------------------------------------------------------------

For the fiscal year ended December 31, 1999

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

Commission file number: 0-25508

RTW, INC.
(Exact name of registrant as specified in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Minnesota                                                      |  | 41-1440870                          
|                                                               |  |                                     
|(State or other jurisdiction of incorporation
or organization) |  | (I.R.S. Employer Identification No.)

8500 Normandale Lake Boulevard, Suite 1400
Bloomington, MN 55437
(Address of principal executive offices and zip code)

Registrants telephone number, including area code:(612) 893-0403

Securities registered pursuant to 12(b) of the Act: None

Series A Junior Participating Preferred Stock

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

|    |   |    | 
|--- | - | -- | 
|Yes | X | No
|    |   |    | 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K: (X)

As of March 28, 2000, 10,893,685 shares of Common Stock, no par value, were
outstanding. As of March 28, 2000, assuming as fair value the last sale price
of $6.0625 per share on The Nasdaq Stock Market, the aggregate fair value of
shares held by non-affiliates was approximately $56,400,000.

Documents incorporated by reference:

None.





---



The following items are amended to read as follows:

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Pursuant to the terms of the Amended Articles of Incorporation, directors
are divided into three classes, with the term of one class expiring each year.
As the term of each class expires, the successors to the directors in that
class will be elected for a term of three years. The terms of Messrs. Prosser,
Hubers and Rothschild expire at the 2001 Annual Meeting of Shareholders, and
the terms of Messrs. Lehmann and Hegman expire at the 2002 Annual Meeting of
Shareholders. Vacancies on the Board of Directors and newly created
directorships can be filled by vote of a majority of the directors then in
office.

Information about directors filling unexpired terms is set forth below.
Unless otherwise indicated, each continuing director has been engaged in his
present occupation as set forth below, or has been an officer with the
organization indicated, for more than five years.

|                                   |  |                                                                                                                                                                                                                                                                                                                                                              |  |          |      |              |  |  |      | 
|---------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------- | ---- | ------------ |  |  | ---- | 
|                                   |  | Principal Occupation                                                                                                                                                                                                                                                                                                                                         |  | Director |      | Year Current
|Name and Age                       |  | and Other Directorships                                                                                                                                                                                                                                                                                                                                      |  | Since    |      | Term Expires
|                                   |  |                                                                                                                                                                                                                                                                                                                                                              |  |          |      |             
|Directors serving unexpired terms:
|David C. Prosser (75)              |  | Director of the Company, Chairman of the
Board until March 28, 2000, President and
Chief Executive Officer of the Company
since its formation in 1983 until January 1998.                                                                                                                                                                                    |  |          | 1983 |              |  |  | 2001 | 
|                                  
|David R. Hubers (57)               |  | Director of the Company; President and
Chief Executive Officer of American
Express Financial Advisors, Inc.; Director
of the Investment Company Institute,
Carlson School of Management,
the Minnesota Business Partnership,
Fairview Hospitals and the United Way.                                                                                          |  |          | 1998 |              |  |  | 2001 | 
|                                  
|Steven M. Rothschild (54)          |  | Director of the Company, Founder, President
and Chief Executive Officer of Twin Cities
RISE!; Director of three companies, the
College of St. Benedict and the not-for-profit
Minnesota Public Radio; Executive Fellow
at the University of St. Thomas School of
Business in Minneapolis, Minnesota;  former
Executive Vice President of General Mills, Inc. |  |          | 1995 |              |  |  | 2001 | 
|                                  
|Carl B. Lehmann (46)               |  | Chairman of the Board, President and
Chief Executive Officer of
the Company since January 15, 1998;
President of the Stored Value Group, a
division of American Express Travel
Related Services, Inc. from 1993 to 1997;
Member of the Board of Trustees for
Westminster College, Salt Lake City, Utah.                                                      |  |          | 1997 |              |  |  | 2002 | 
|                                  
|Mark E. Hegman (58)                |  | Director of the Company; Principal of
Peninsula Investments, Inc.; Director of
various not-for-profit organizations
including the Minneapolis Area Red Cross;
prior to 1995, owner and President of
Minnesota Store Equipment Co.                                                                                                                            |  |          | 1995 |              |  |  | 2002 | 

Information with respect to Executive Officers of the Company was previously
included in PART I of the Report on Form 10-K.

2



---



ITEM 11. EXECUTIVE COMPENSATION

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the
Companys directors and executive officers, and persons who own more than 10%
of a registered class of the Companys equity securities, to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the
Company. These insiders are required by Securities and Exchange Commission
regulations to furnish the Company with copies of all Section 16(a) forms they
file, including Forms 3, 4 and 5. To the Companys knowledge, all insiders of
the Company filed all reports in a timely manner.

Summary of Cash and Certain Other Compensation

The following table shows, for the fiscal years ending December 31, 1999,
1998 and 1997, the cash compensation paid by the Company, as well as certain
other compensation paid or accrued to those years, to David C. Prosser, who
served as the Companys Chairman of the Board until March 28, 2000, Carl B.
Lehmann, the Companys Chairman of the Board, President, Chief Executive Officer, each
of four other most highly compensated executive officers of the Company in
office at the end of fiscal year 1999 whose total cash compensation exceeded
$100,000 during fiscal year 1999. (together with Mr. Prosser and Mr. Lehmann,
the Named Executive Officers) in all capacities in which they served:

Summary Compensation Table

|                                                |  |      |      |        |  |                     |         |             |                  |           |         |  |  |              |         |  |  |   |         | 
|----------------------------------------------- |  | ---- | ---- | ------ |  | ------------------- | ------- | ----------- | ---------------- | --------- | ------- |  |  | ------------ | ------- |  |  | - | ------- | 
|                                                |  |      |      |        |  |                     |         |             |                  |           |         |  |  | Long term   
|                                                |  |      |      |        |  |                     |         |             |                  |           |         |  |  | Compensation
|                                                |  |      |      |        |  |                     |         |             |                  |           |         |  |  | Awards      
|                                                |  |      |      |        |  |                     |         |             |                  |           |         |  |  |             
|                                                |  |      |      |        |  |                     |         |             |                  |           |         |  |  |             
|                                                |  |      |      |        |  | Annual Compensation |         | Securities  |                  |          
|                                                |  |      |      |        |  |                     |         | Underlying  |                  | All Other
|Name and Principal Position                     |  | Year |      | Salary |  | Bonus (1)           |         | Options (#) | Compensation (2)
|                                                |  |      |      |        |  |                     |         |             |                 
|David C. Prosser                                |  |      | 1999 |        |  | $                   | 300,000 |             |                  | $         | 94,678  |  |  |              |        |  |  | $ |        | 
|                                               
|                                               
|                                               
|                                               
|Former Chairman of the Board                    |  |      | 1998 |        |  |                     | 520,032 |             |                  |           |        |  |  |              |        |  |  |   | 11,458  | 
|                                               
|                                               
|                                               
|                                               
|Director                                        |  |      | 1997 |        |  |                     | 517,822 |             |                  |           | 4,575   |  |  |              | 10,000  |  |  |   | 21,630  | 
|                                               
|                                               
|                                               
|                                               
|                                               
|Carl B. Lehmann                                 |  |      | 1999 |        |  |                     | 416,000 |             |                  |           |        |  |  |              | 100,000 |  |  |   | 56,789  | 
|                                               
|                                               
|                                               
|                                               
|Chairman of the Board,                          |  |      | 1998 |        |  |                     | 384,856 |             |                  |           |        |  |  |              | 42,855  |  |  |   | 136,844 | 
|                                               
|                                               
|                                               
|                                               
|President, Chief Executive Officer and Director |  |      | 1997 |        |  |                     |        |             |                  |           |        |  |  |              | 457,145 |  |  |   |        | 
|                                               
|                                               
|                                               
|                                               
|                                               
|Tim C. Chan                                     |  |      | 1999 |        |  |                     | 250,000 |             |                  |           | 100,000 |  |  |              |        |  |  |   | 2,400   | 
|                                               
|                                               
|                                               
|                                               
|Former Chief Financial Officer,                 |  |      | 1998 |        |  |                     | 105,037 |             |                  |           | 25,000  |  |  |              | 200,000 |  |  |   | 4,834   | 
|                                               
|                                               
|                                               
|                                               
|Secretary and Treasurer                         |  |      | 1997 |        |  |                     |        |             |                  |           |        |  |  |              |        |  |  |   |        | 
|                                               
|                                               
|                                               
|                                               
|                                               
|Anthony J. Rotondi                              |  |      | 1999 |        |  |                     | 200,000 |             |                  |           | 20,000  |  |  |              |        |  |  |   | 2,400   | 
|                                               
|                                               
|                                               
|                                               
|Chief Operations Officer                        |  |      | 1998 |        |  |                     | 24,080  |             |                  |           |        |  |  |              | 100,000 |  |  |   | 250     | 
|                                               
|                                               
|                                               
|                                               
|                                                |  |      | 1997 |        |  |                     |        |             |                  |           |        |  |  |              |        |  |  |   |        | 
|                                               
|                                               
|                                               
|                                               
|                                               
|Tanna L. Moore                                  |  |      | 1999 |        |  |                     | 200,000 |             |                  |           | 20,000  |  |  |              |        |  |  |   | 2,400   | 
|                                               
|                                               
|                                               
|                                               
|Chief Marketing Officer                         |  |      | 1998 |        |  |                     | 13,636  |             |                  |           |        |  |  |              | 100,000 |  |  |   |        | 
|                                               
|                                               
|                                               
|                                               
|                                                |  |      | 1997 |        |  |                     |        |             |                  |           |        |  |  |              |        |  |  |   |        | 
|                                               
|                                               
|                                               
|                                               
|                                               
|Marguerite K. Downey                            |  |      | 1999 |        |  |                     | 155,000 |             |                  |           |        |  |  |              |        |  |  |   | 2,375   | 
|                                               
|                                               
|                                               
|                                               
|Vice President, Information                     |  |      | 1998 |        |  |                     | 135,000 |             |                  |           |        |  |  |              | 80,000  |  |  |   | 1,689   | 
|                                               
|                                               
|                                               
|                                               
|Systems                                         |  |      | 1997 |        |  |                     | 8,693   |             |                  |           | 10,000  |  |  |              |        |  |  |   |        | 



---

|(1) |  | Bonuses for 1999 include (i) $94,678 paid to Mr. Prosser in the form of a
service bonus, and (ii) guaranteed bonuses of $100,000 paid to Mr. Chan
and $20,000 paid to each of Mr. Rotondi and Ms. Downey.                                                                                                                                                                 
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  |                                                                                                                                                                                                                                                                                                                                                                           
|   
|   
|   
|   
|    |  | Bonuses for 1998 include $25,000 paid to Mr. Chan as a sign-on incentive.                                                                                                                                                                                                                                                                                                 
|    |  |                                                                                                                                                                                                                                                                                                                                                                           
|    |  | Bonuses for 1997 include (i) $4,575 paid to Mr. Prosser under bonus
programs under which all employees are eligible to participate and (ii) a
$10,000 sign-on incentive paid to Ms. Downey.                                                                                                                                                                               
|    |  |                                                                                                                                                                                                                                                                                                                                                                           
|   
|   
|   
|   
|(2) |  | All other compensation for 1999 includes, (ii) additional moving costs of
$50,250 paid on behalf of Mr. Lehmann and (iii) matching 401(k)
contributions of $2,400 for each of Mr. Lehmann, Mr. Chan, Mr. Rotondi,
and Ms. Moore and $2,375 for Ms. Downey.                                                                                                                
|    |  |                                                                                                                                                                                                                                                                                                                                                                           
|   
|   
|   
|   
|    |  | All other compensation for 1998 includes moving costs of $76,710 and $3,258
paid to Mr. Lehmann and Mr. Chan, respectively, consulting fees of $56,000
paid to Mr. Lehmann for his work prior to his employment with the Company
and matching 401(k) contributions of $2,400, $1,576, $250 and $1,689 for
Mr. Lehmann, Mr. Chan, Mr. Rotondi and Ms. Downey, respectively.

All other compensation for 1997 includes ESOP contributions of $4,500 for
Mr. Prosser.

3



---



Stock Options

The following table summarizes option grants under the Companys 1994
Stock Plan made during the fiscal year ended December 31, 1999 to the Named
Executive Officers:

Option Grants in 1999

|                     |  |                   |         |                            |  |            |      |            |  |    |       |     |  |  |           |                     |  |                            |         |  |  |   |         | 
|-------------------- |  | ----------------- | ------- | -------------------------- |  | ---------- | ---- | ---------- |  | -- | ----- | --- |  |  | --------- | ------------------- |  | -------------------------- | ------- |  |  | - | ------- | 
|                     |  |                   |         |                            |  |            |      |            |  |    |       |     |  |  |           |                     |  | Potential Realizable Value
|                     |  | Individual Grants |         | at Assumed Annual Rates of
|                     |  |                   |         | Stock Price Appreciation  
|                     |  |                   |         |                            |  | % of Total |      |            |  |    |       |     |  |  |           | for Option Term (1)
|                     |  | Options           |         | Options                    |  | Exercise   |      | Expiration |  |   
|Name                 |  | Granted           |         | Granted                    |  | Price      |      | Date       |  | 5% |       | 10%
|                     |  |                   |         |                            |  |            |      |            |  |    |       |    
|David C. Prosser     |  |                   |        |                            |  |            |     |            |  | $  |      |     |  |  |          |                     |  | $                          |        |  |  | $ |        | 
|                    
|                    
|                    
|                    
|Carl B. Lehmann      |  |                   | 100,000 |                            |  |            | 41.1 | %          |  |    | 4.500 |     |  |  | 4/21/2009 |                     |  |                            | 283,003 |  |  |   | 717,184 | 
|                    
|                    
|                    
|                    
|Tim C. Chan          |  |                   |        |                            |  |            |     |            |  |    |      |     |  |  |          |                     |  |                            |        |  |  |   |        | 
|                    
|                    
|                    
|                    
|Anthony J. Rotondi   |  |                   |        |                            |  |            |     |            |  |    |      |     |  |  |          |                     |  |                            |        |  |  |   |        | 
|                    
|                    
|                    
|                    
|Tanna L. Moore       |  |                   |        |                            |  |            |     |            |  |    |      |     |  |  |          |                     |  |                            |        |  |  |   |        | 
|                    
|                    
|                    
|                    
|Marguerite K. Downey |  |                   |        |                            |  |            |     |            |  |    |      |     |  |  |          |                     |  |                            |        |  |  |   |        | 



---

|(1) |  | Potential realized values shown above represent the potential gains based
upon annual compound price appreciation of 5% and 10% from the date of
grant through the full option term. The actual value realized, if any, on
stock option exercises will be dependent on overall market conditions and
the future performance of the Company and its common stock. There is no
assurance that the actual value realized will approximate the amounts
reflected in this table.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following table summarizes option exercises during the fiscal year
ended December 31, 1999 by the Named Executive Officers, and the value of their
unexercised options at December 31, 1999:

Aggregated Option Exercises
and Option Values at December 31, 1999

|                            |  |              |   |          |  |        |  |        |  |             |   |               |  |                              |         |                          |  |  |         |  |  |                      |        |  |  |   |         | 
|--------------------------- |  | ------------ | - | -------- |  | ------ |  | ------ |  | ----------- | - | ------------- |  | ---------------------------- | ------- | ------------------------ |  |  | ------- |  |  | -------------------- | ------ |  |  | - | ------- | 
|                            |  |              |   |          |  |        |  |        |  |             |   |               |  |                              |         |                          |  |  |         |  |  | Value of Unexercised
|                            |  |              |   |          |  |        |  |        |  |             |   |               |  | Number of Unexercised        |         | In-the-Money Options    
|                            |  |              |   |          |  |        |  |        |  |             |   |               |  | Options at December 31, 1999 |         | at December 31, 1999 (1)
|                            |  | Shares       |   |          |  |        |  |        |  |             |   |               |  |                             
|                            |  | Acquired on  |   | Value    |  |        |  |        |  | Exercisable |   | Unexercisable |  | Exercisable                  |         | Unexercisable           
|Name and Principal Position |  | Exercise (#) |   | Realized |  | Shares |  | Shares |  | Shares      |   | Shares       
|                            |  |              |   |          |  |        |  |        |  |             |   |              
|David C. Prosser            |  |              |  |          |  |        |  |        |  |             |  |               |  |                              | 4,150   |                          |  |  | 6,000   |  |  | $                    |       |  |  | $ |        | 
|                           
|                           
|                           
|                           
|Carl B. Lehmann             |  |              |  |          |  |        |  |        |  |             |  |               |  |                              | 375,000 |                          |  |  | 225,000 |  |  |                      |       |  |  |   | 125,000 | 
|                           
|                           
|                           
|                           
|Tim C. Chan                 |  |              |  |          |  |        |  |        |  |             |  |               |  |                              | 40,000  |                          |  |  | 160,000 |  |  |                      |       |  |  |   |        | 
|                           
|                           
|                           
|                           
|Anthony J. Rotondi          |  |              |  |          |  |        |  |        |  |             |  |               |  |                              | 33,333  |                          |  |  | 66,667  |  |  |                      | 45,833 |  |  |   | 91,667  | 
|                           
|                           
|                           
|                           
|Tanna L. Moore              |  |              |  |          |  |        |  |        |  |             |  |               |  |                              | 33,333  |                          |  |  | 66,667  |  |  |                      | 25,000 |  |  |   | 50,000  | 
|                           
|                           
|                           
|                           
|Marguerite K. Downey        |  |              |  |          |  |        |  |        |  |             |  |               |  |                              | 26,666  |                          |  |  | 53,334  |  |  |                      |       |  |  |   |        | 



---

|(1) |  | Value of unexercised options is calculated by determining the difference
between the fair market value of the shares underlying the options at
December 31, 1999 and the exercise price of the options. Fair market
value was determined based on a per share price of $5.750, which is the
closing price for the Companys common stock on December 31, 1999, the
last trading day in the Companys fiscal year.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Compensation of Directors

Non-employee directors received $1,000 for each board meeting attended in
1999 and $500 for each committee meeting in 1999. Non-employee directors
received $1,000 for each board meeting attended in 1998. Additionally, Mr.
Rothschild received $16,000 and Messrs. Hegman and Hubers each received $12,000
as payment for services on a Special Committee of the Board. In January 1995,
non-employee directors, Messrs. Hegman and Rothschild, were each granted an
option to purchase 7,500 shares of Common Stock under the 1994 Stock Plan,
exercisable at a price equal to the public offering price in the Companys
initial public offering, vesting in equal increments over a period of five
years and expiring in January 2005. Additionally, in July 1998, non-employee
directors, Messrs. Hegman, Hubers and Rothschild, were each granted options to
purchase 10,000 shares of Common Stock under the 1994 Stock Plan, exercisable
at $7.625, the closing price on the date of grant, vesting in equal increments
over a period of three years and expiring in July 2008. Directors who are
employees of the Company receive no additional compensation for serving as
directors. Under the Board of Directors current composition, only Messrs.
Hegman, Hubers, Prosser and Rothschild are entitled to receive compensation for
serving on the Board of Directors.

4



---



Employment Agreements

The Company entered into a three-year Employment Agreement (the
Agreement) with Mr. Lehmann in November 1997. Under the Agreement, Mr.
Lehmann agreed to serve as President and Chief Executive Officer beginning
January 15, 1998 for a base salary of $400,000, subject to review annually for
increase by the Companys Board of Directors. In addition to base salary, Mr.
Lehmann is eligible for bonuses, receives fringe benefits including a
$1,000,000 term life insurance policy and an additional payment sufficient to
reimburse him for a long-term disability policy paying monthly benefits of
$5,000. The Company also provides Mr. Lehmann with health, dental, life and
disability insurance consistent with that provided other officers. Under this
agreement, RTW agreed to indemnify Mr. Lehmann with respect to his actions on
behalf of and while in the course of employment with RTW. In the event of
termination without cause or resignation for good reason, RTW is obligated to
continue to pay his then-current base salary and bonuses for the remaining term
of the agreement or twelve months, whichever is greater.

In April 2000, Mr. Lehmann was elected Chairman of the Board of the
Company and agreed to assist the Company in the search for his successor as
President and Chief Executive Officer when his contract expires in January
2001. Mr. Lehmann will continue to serve as a director and will provide the Company with
consulting services for one year following the expiration of his employment as President and
Chief Executive Officer. The Company will pay Mr. Lehmann a bonus of
$200,000 upon completion of his contract term in January 2001, which will be
increased to $300,000 if the Company has hired a new Chief Executive Officer by
January 14, 2001. In addition, Mr. Lehmann is eligible to earn an annual bonus
of up to $600,000 for exceeding Company targets for profitability as well as executing a growth
strategy for the remainder of 2000.

5



---



ITEM 12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table includes information as of April 20, 2000 concerning
the beneficial ownership of common stock of the Company by (i) the only
shareholders known to the Company to hold more than five percent of the common
stock of the Company, (ii) each of the directors of the Company, (iii) each
Named Executive Officer listed in the Summary Compensation Table, and (iv) all
executive officers and directors of the Company as a group. Unless otherwise
indicated, all beneficial owners have sole voting and investment power over the
shares held.

|                                                                                         |                                                          |       |         |           |  |  |     |             |        |            |             |         |  |       |    |         |            |  |         |           |  |  |     |      |  
|---------------------------------------------------------------------------------------- | -------------------------------------------------------- | ----- | ------- | --------- |  |  | --- | ----------- | ------ | ---------- | ----------- | ------- |  | ----- | -- | ------- | ---------- |  | ------- | --------- |  |  | --- | ---- | -
|                                                                                         |                                                          |       |         |           |  |  |     |             |        |            | Acquirable 
|                                                                                         |                                                          |       | Common  |           |  |  |     |             | within |            | Shares held |         |  |       |    |         | Percentage
|Name                                                                                     |                                                          | Stock |         |           |  |  |     | 60 days (1) |        | by ESOP(2) |             | Total   |  | Owned
|                                                                                         |                                                          |       |         |           |  |  |     |             |        |            |             |         |  |      
|Resource Trust Company
     900 Second Avenue South, Suite 300                          
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         | Bloomington, MN 55402                                    |       |         | 1,470,518 |  |  |     | (3          | )      |            |             |        |  |       |    |        |            |  |         | 1,470,518 |  |  |     | 13.5 | %
|                                                                                         |                                                          |       |         |           |  |  |     |             |        |            |             |         |  |      
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|The Kaufmann Fund, Inc.                                                                 
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         | 140 East 45th Street, 43rd Floor
     New York, NY 10017 |       |         | 1,170,100 |  |  |     | (4          | )      |            |             |        |  |       |    |        |            |  |         | 1,170,100 |  |  |     | 10.7 | %
|                                                                                         |                                                          |       |         |           |  |  |     |             |        |            |             |         |  |      
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|David C. Prosser
     8500 Normandale Lake Boulevard
     Suite 1400                    
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         | Bloomington, MN 55437                                    |       |         | 1,053,539 |  |  |     | (5          | )      |            |             | 4,150   |  |       |    | 6,419   |            |  |         | 1,064,108 |  |  |     | 9.8  | %
|                                                                                         |                                                          |       |         |           |  |  |     |             |        |            |             |         |  |      
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|John W. Prosser
     6358 Oxbow Bend
     Chanhassen, MN 55317                           |                                                          |       | 866,500 |           |  |  | (6  | )           |        |            |            |         |  |       |   |         |            |  | 866,500 |           |  |  | 8.0 | %   
|                                                                                         |                                                          |       |         |           |  |  |     |             |        |            |             |         |  |      
|                                                                                        
|                                                                                        
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|                                                                                        
|Polly J. Wolner
     1560 East Orchard Beach Lane
     Rice Lake, WI 54868               |                                                          |       | 747,050 |           |  |  | (7  | )           |        |            |            |         |  |       |   |         |            |  | 747,050 |           |  |  | 6.9 | %   
|                                                                                         |                                                          |       |         |           |  |  |     |             |        |            |             |         |  |      
|                                                                                        
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|Woodland Partners LLC                                                                   
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|                                                                                         | 60 South Sixth Street, Suite 3750                       
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|                                                                                         | Minneapolis, MN 55402                                    |       |         | 621,950   |  |  |     | (8          | )      |            |             |        |  |       |    |        |            |  |         | 621,950   |  |  |     | 5.7  | %
|                                                                                         |                                                          |       |         |           |  |  |     |             |        |            |             |         |  |      
|                                                                                        
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|Thomas C. Prosser
     10131 Phaeton Drive
     Eden Prairie, MN 55347                   |                                                          |       | 612,077 |           |  |  | (9  | )           |        |            |            |         |  |       |   |         |            |  | 612,077 |           |  |  | 5.6 | %   
|                                                                                         |                                                          |       |         |           |  |  |     |             |        |            |             |         |  |      
|                                                                                        
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|Dimensional Fund Advisors
     1299 Ocean Avenue, 11th Floor
     Santa Monica, CA 90401 |                                                          |       | 576,000 |           |  |  | (10 | )           |        |            |            |         |  |       |   |         |            |  | 576,000 |           |  |  | 5.6 | %   
|                                                                                         |                                                          |       |         |           |  |  |     |             |        |            |             |         |  |      
|                                                                                        
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|Wasatch Advisors, Inc.                                                                  
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|                                                                                         | 150 Social Hall Avenue, Suite 400                       
|                                                                                        
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|                                                                                         | Salt Lake City, UT 84111                                 |       |         | 550,029   |  |  |     | (11         | )      |            |             |        |  |       |    |        |            |  |         | 550,029   |  |  |     | 5.0  | %
|                                                                                         |                                                          |       |         |           |  |  |     |             |        |            |             |         |  |      
|                                                                                        
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|Carl B. Lehmann                                                                          |                                                          |       | 38,379  |           |  |  |     |             |        |            | 389,285     |         |  |       | 99 |         |            |  | 427,763 |           |  |  | 3.8 | %   
|                                                                                         |                                                          |       |         |           |  |  |     |             |        |            |             |         |  |      
|                                                                                        
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|                                                                                        
|Steven M. Rothschild                                                                     |                                                          |       | 52,500  |           |  |  |     |             |        |            | 10,833      |         |  |       |   |         |            |  | 63,333  |           |  |  | *   |     
|                                                                                         |                                                          |       |         |           |  |  |     |             |        |            |             |         |  |      
|                                                                                        
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|                                                                                        
|Mark E. Hegman                                                                           |                                                          |       | 26,500  |           |  |  |     |             |        |            | 10,833      |         |  |       |   |         |            |  | 37,333  |           |  |  | *   |     
|                                                                                         |                                                          |       |         |           |  |  |     |             |        |            |             |         |  |      
|                                                                                        
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|                                                                                        
|Tanna L. Moore                                                                           |                                                          |       | 1,000   |           |  |  |     |             |        |            | 33,333      |         |  |       | 49 |         |            |  | 34,382  |           |  |  | *   |     
|                                                                                         |                                                          |       |         |           |  |  |     |             |        |            |             |         |  |      
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|                                                                                        
|Marguerite K. Downey                                                                     |                                                          |       |        |           |  |  |     |             |        |            | 33,332      |         |  |       | 90 |         |            |  | 33,422  |           |  |  | *   |     
|                                                                                         |                                                          |       |         |           |  |  |     |             |        |            |             |         |  |      
|                                                                                        
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|Anthony J. Rotondi                                                                       |                                                          |       |        |           |  |  |     |             |        |            | 33,333      |         |  |       | 49 |         |            |  | 33,382  |           |  |  | *   |     
|                                                                                         |                                                          |       |         |           |  |  |     |             |        |            |             |         |  |      
|                                                                                        
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|                                                                                        
|David R. Hubers                                                                          |                                                          |       |        |           |  |  |     |             |        |            | 3,333       |         |  |       |   |         |            |  | 3,333   |           |  |  | *   |     
|                                                                                         |                                                          |       |         |           |  |  |     |             |        |            |             |         |  |      
|                                                                                        
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|Tim C. Chan                                                                              |                                                          |       | 2,000   |           |  |  |     |             |        |            |            |         |  |       | 49 |         |            |  | 2,049   |           |  |  | *   |     
|                                                                                         |                                                          |       |         |           |  |  |     |             |        |            |             |         |  |      
|                                                                                        
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|All Executive Officers and                                                              
|                                                                                        
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|                                                                                        
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|                                                                                         | Directors as a
Group (11 persons)                        |       |         | 1,186,370 |  |  |     | (5          | )      |            |             | 527,914 |  |       |    | 122,696 |            |  |         | 1,836,980 |  |  |     | 16.1 | %



---

|*   |  | Indicates ownership of less than one percent.                                                                                                                
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(1) |  | Includes shares that may be acquired pursuant to options that are or will
become exercisable within 60 days of April 20, 2000.                               
|   
|   
|   
|   
|(2) |  | Includes 122,696 shares held by the RTW, Inc.
KSOP Plan for which certain executive officers act as trustees. The trustees
disclaim any beneficial ownership.
|   
|   
|   
|   
|(3) |  | Based on a Schedule 13G dated February 10, 2000 filed with the Securities
and Exchange Commission.                                                           
|   
|   
|   
|   
|(4) |  | Based on a Schedule 13F dated April 13, 2000 filed with the Securities
and Exchange Commission.                                                              

6



---



|(5)  |  | Includes 51,940 shares owned by the David C. and Margaret F. Prosser
Foundation of which Mr. Prosser is President and for which he serves as
trustee.                                                                                                                                                                                                         
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|    
|    
|    
|(6)  |  | Includes (i) 247,367 shares held by the John W. Prosser Irrevocable
Trust, (ii) 63,450 shares owned by Polly Jane Wolner Childrens Trust and
(iii) 11,550 shares owned by Polly J. Wolner 1994 Irrevocable Trust for
which John W. Prosser acts as trustee. John W. Prosser and Ms. Wolner
disclaim any beneficial ownership for shares held by these trusts.
|    
|    
|    
|    
|(7)  |  | Includes (i) 247,050 shares held by the Polly J. Wolner Irrevocable
Trust, (ii) 63,450 shares owned by Polly Jane Wolner Childrens Trust and
(iii) 11,550 shares owned by Polly J. Wolner 1994 Irrevocable Trust for
which John W. Prosser acts as trustee. Ms. Wolner and John W. Prosser
disclaim any beneficial ownership for shares held by these trusts.
|    
|    
|    
|    
|(8)  |  | Based on a Schedule 13G dated January 20, 2000 filed with the Securities
and Exchange Commission.                                                                                                                                                                                                                                                             
|    
|    
|    
|    
|(9)  |  | Includes (i) 247,367 shares held by the Thomas C. Prosser Irrevocable
Trust, (ii) 22,228 shares held in trust for Thomas C. Prossers four
children, and (iii) 10,000 shares held by the Urban Tree Research
Foundation for which Thomas C. Prosser serves as President. Thomas C.
Prosser disclaims any beneficial ownership for shares held by these
trusts.
|    
|    
|    
|    
|(10) |  | Based on a Schedule 13F as of September 30, 1999 filed with the
Securities and Exchange Commission and 28,000 shares purchased by the fund
subsequent to the filing.                                                                                                                                                                                          
|    
|    
|    
|    
|(11) |  | Based on a Schedule 13F dated February 14, 2000 filed with the Securities
and Exchange Commission.                                                                                                                                                                                                                                                            

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS

March 2000 Repurchase of Shares

On November 2, 1999, the Company announced that a group consisting of
David C. Prosser, Chairman, members of his family, and another of the
Companys directors, J. Alexander Fjelstad, retained an investment banker to
explore a sale of the groups shares to new strategic investors. The group
held approximately 6,383,000 shares, representing 52% of all outstanding
shares. In conjunction with the process, the Companys Board of Directors
appointed a Special Committee of independent directors to evaluate any
proposed transaction.

On February 2, 2000, the Company entered into an agreement with
participating members of the group (together, the Prosser Selling Group).
Under the agreement, the Company agreed to repurchase from individual members
of the Prosser Selling Group shares totaling approximately $7.7 million. On
March 28, 2000, the Company repurchased 1,418,570 shares (457,518 were
purchased from Mr. Prosser and 203,041 were repurchased from Mr. Fjelstad) at
$5.19 per share. At the closing, each member of the Prosser Selling Group
signed a two-year Standstill and Voting Agreement under which each agreed,
among other things, not to acquire additional shares of RTW and not to initiate
or support certain actions designed to effect fundamental changes in RTW policy
or structure. In addition, David C. Prosser retired, resigned as Chairman and
was paid $225,000 as a termination benefit in conjunction with the closing. He
is expected to remain as a member of the Companys Board of Directors. In
addition, Mr. Fjelstad agreed not to seek re-election as a director and
resigned as a director in April 2000.

7



---



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) or the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment No. 1 to
the Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.

|                     |  |                                                                                              
|-------------------- |  | ---------------------------------------------------------------------------------------------
|                     |  | RTW, INC.                                                                                    
|                    
|Date: April 28, 2000 |  | By /s/ Carl B. Lehmann                                                                       
|                     |  | Carl B. Lehmann
President, Chief Executive Officer and Director
(Principal Executive Officer)

8