-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MQu1h+kMRuP+eWx/SG3NnevvfgjblsXD+/+Bed29882kZIKIWDjYvqwdEuu3sVjC lV4XlzI6qL3N7GZo650gOA== 0000704460-99-000023.txt : 19991019 0000704460-99-000023.hdr.sgml : 19991019 ACCESSION NUMBER: 0000704460-99-000023 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991018 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PPT VISION INC CENTRAL INDEX KEY: 0000704460 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 411413345 STATE OF INCORPORATION: MN FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-35829 FILM NUMBER: 99729907 BUSINESS ADDRESS: STREET 1: 12988 VALLEY VIEW ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 6129425747 MAIL ADDRESS: STREET 1: 10321 W 70TH ST CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 FORMER COMPANY: FORMER CONFORMED NAME: PATTERN PROCESSING TECHNOLOGIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PATTERN PROCESSING CORP DATE OF NAME CHANGE: 19840318 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PETERSON PETER R CENTRAL INDEX KEY: 0000897572 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6111 BLUE CIRCLE DRIVE CITY: MINNETONKA STATE: MN ZIP: 55343-9108 BUSINESS PHONE: 6129300100 MAIL ADDRESS: STREET 1: 6111 BLUE CIRCLE DRIVE CITY: MINNETONKA STATE: MN ZIP: 55343-9108 SC 13D 1 United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13D Under the Securities and Exchange Act of 1934 (Amendment No. 5) PPT Vision, Inc. ________________ (Name of Issuer) Common Stock, $.10 Par Value _____________________________________ (Title of Class of Securities) 693519 10 0 ______________ (CUSIP Number) P. R. Peterson 6111 Blue Circle Drive Minnetonka, Minnesota 55343 Phone Number (612)930-1011 _____________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 27 and September 15, 1999 _______________________________________________________ (Date of Event Which Requires Filing of This Statement) If the 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 240.13d-1(e), 240.13d- 1(f) or 240.13d-1(g), check the following box. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-7 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 on 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). CUSIP NO. 693519100 1. Name(s) of reporting persons. ESI Investment Co. 41-1310628 2. Check the appropriate box if a member of a group (a) X (b) 3. SEC use only 4. Source of funds PF; WC 5. Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e). Not Applicable 6. Citizenship or place of organization. Minnesota Number of shares beneficially owned by each reporting person with: 7. Sole voting power. 549,084 8. Shared voting power. 9. Sole dispositive power. 549,084 10. Shared dispositive power. 11. Aggregate amount beneficially owned by each reporting person. 549,084 12. Check if the aggregate amount in Row (11) excludes certain shares. Not Applicable 13. Percent of class represented by amount in Row (11). 10.4 percent 14. Type of reporting person. CO CUSIP NO. 693519100 1. Name(s) of reporting persons. P. R. Peterson ###-##-#### 2. Check the appropriate box if a member of a group (a) X (b) 3. SEC use only 4. Source of funds PF 5. Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e). Not Applicable 6. Citizenship or place of organization. Minnesota Number of shares beneficially owned by each reporting person with: 7. Sole voting power. 501,823 8. Shared voting power. 549,084 9. Sole dispositive power. 501,823 10. Shared dispositive power. 549,084 11. Aggregate amount beneficially owned by each reporting person. 1,050,907 12. Check if the aggregate amount in Row (11) excludes certain shares. Not Applicable 13. Percent of class represented by amount in Row (11). 19.9 percent 14. Type of reporting person. IN The following items of Schedule 13D dated July 21, 1987, as amended, of Peter R. Peterson, a resident of the State of Minnesota, and ESI Investment Co., a Minnesota corporation ("ESI"), relating to the Common Stock of PPT Vision, Inc. ("PPT Vision" or the "Company") are hereby amended as follows: Item 3. Source and Amount and Funds or Other Compensation On August 6, 1999, the P. R. Peterson Co. Keogh Plan (the "Plan"), of which Peter R. Peterson is a Trustee purchased 3,900 shares at $5.00 per share. On August 27, 1999 the Plan purchased 75,000 shares at $4.03125 per share. On September 15, 1999, the Plan purchased an additional 75,000 shares at $3.75. The Plan's shares were acquired with available Plan funds. Item 4. Purchase of the Transaction The Plan acquired the shares for investment purposes. Item 5. Interest in Securities of the Issuer As of October 15, 1999, Mr. Peterson and ESI beneficially owned the following shares of common stock of the Company: Aggregate Number Name Beneficially Owned Percentage of Class ESI Investment Co. 549,084 10.4% P. R. Peterson 1,050,907 (1) 19.9% (1) Includes the 549,084 shares owned by ESI, 298,950 shares owned by the Plan, 202,873 shares held by P. R. Peterson and no exercisable stock options. Mr. Peterson has sole voting and dispositive control over the 202,873 shares owned by him directly and the 298,950 shares owned by the Plan. Mr. Peterson shares voting and dispositive power with respect to shares owned by ESI. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer Under the terms of the PPT Vision, Inc. Rights Agreement dated as of June 2, 1999 (the "Rights Agreement") between PPT Vision, Inc. and Norwest Bank Minnesota, N.A. as Right Agent, the rights become exercisable if any person acquires beneficial ownership of voting securities having twenty percent (20%) or more of the voting power of the Company. Upon becoming the beneficial owner of 19.9% of the Company's common stock, Mr. Peterson requested that the Company consider amending the Rights Plan to entitle him to purchase more than twenty-percent (20%) of the Company's common stock. At a board meeting on September 27, 1999, the Company approved an amendment to the Rights Plan to raise from twenty percent (20%) to thirty percent (30%) the level of voting power that could be acquired by Mr. Peterson prior to his becoming an Acquiring Person. Accordingly, the Rights Agreement dated as of June 2, 1999 (the "Rights Agreement") has been revised to provide that Mr. Peterson shall not be deemed an Acquiring Person within the meaning of the Rights Agreement until such time as he becomes the beneficial owner of thirty percent (30%) of the Company's voting power. Mr. Peterson has advised the Company's Board of Directors that he may purchase additional shares of common stock in the future. Under the terms of the Minnesota Control Share Acquisition Act, Minn Stat. 302A.671, if Mr. Peterson acquires additional shares of the Company's common stock so that he would own more than twenty percent (20%) of the Company's common stock, then the additional shares are non-voting shares until voting rights are approved by the shareholders of the Company at a special or annual meeting. Mr. Peterson also agreed that any options held by him would not be exercisable without the consent of the Company's Board of Directors if the options would allow him to purchase more than twenty percent (20%) of the Company's common stock until such time as the shareholders of the Company approve voting rights for any shares held by Mr. Peterson that resulted in his ownership of more than twenty percent of the common stock of the Company. Item 7. Material to be Filed as Exhibits Exhibit 1 - Joint Filing Agreement dated October 15, 1999. Exhibit 2 - Letter Agreement between the Company and P.R. Peterson dated as of September 27, 1999. The following items of Schedule 13D dated July 21, 1987, as amended, of Peter R. Peterson, a resident of the State of Minnesota, and ESI Investment Co., a Minnesota corporation ("ESI"), relating to the Common Stock of PPT Vision, Inc. (the "Company") are hereby amended as follows: After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. ESI INVESTMENT CO. October 15, 1999 /s/ P. R. Peterson ___________________ By: P. R. Peterson October 15, 1999 /s/ P. R. Peterson ___________________ P. R. Peterson EXHIBIT 1 JOINT FILING AGREEMENT The undersigned, ESI Investment Co. and P.R. Peterson, hereby agree that, pursuant to 17 CFR 240.13d-1(k)1, this Schedule 13D relating to securities of PPT Vision, Inc. shall be filed on behalf of each of them. October 15, 1999 P. R. Peterson ____________________ /s/ P. R. Peterson ESI Investment Co. /s/ P. R. Peterson ____________________ By: P. R. Peterson EXHIBIT 2 PPT Vision, Inc. dated as of September 27, 1999 Peter R. Peterson ESI Investment Co. 6111 Blue Circle Drive Minnetonka, MN 55343 Dear Mr. Peterson: This letter, dated as of September 27, 1999, will confirm that notwithstanding anything to the contrary allowed by certain options to purchase Common Stock of PPT Vision, Inc. (the "Company"), at no time will you, P.R. Peterson, exercise options currently held by you without the consent of the Board of Directors of the Company if the exercise of such options would result in a 20% or greater beneficial ownership interest in PPT Vision, unless the shareholders of the Company have approved voting rights for shares held by you in excess of 20% of the voting power of the Company, as provided in Minn. Stat. 302A.671. If the foregoing correctly sets forth our understanding, please execute this letter in the lower left-hand side whereupon it will become a binding agreement. Sincerely yours, PPT Vision, Inc. By: ___________________________ Richard Peterson Its: Chief Financial Officer Accepted and Agreed To: P. R. Peterson ___________________________ /s/ P. R. Peterson ESI Investment Co. /s/ P. R. Peterson ___________________________ By: P. R. Peterson -----END PRIVACY-ENHANCED MESSAGE-----