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
