SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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, MN 55343,
(612) 930-1011
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 16, 2000
(Date of Event which Requires Filing
of this Statement)
If the filing 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 240.13d-
1(e), 240.13d-1(f) or 240.13d-1(g), check the following box G .
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
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 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).
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. 731,573
8. Shared voting power. 549,084
9. Sole dispositive power. 731,573
10. Shared dispositive power. 549,084
11. Aggregate amount beneficially owned by each reporting person.
1,280,657
12. Check if the aggregate amount in Row (11) excludes certain shares.
Not Applicable
13. Percent of class represented by amount in Row (11).
23.4 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 June 16, 2000, the P. R. Peterson Co. Keogh Plan (the
"Plan"), of which Peter R. Peterson is a Trustee, purchased
170,000 shares from the Company at $6.00 per share. 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 June 16, 2000, 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 10.0%
P. R. Peterson 1,280,657 (1) 23.4%
(1) Includes the 549,084 shares owned by ESI, 528,700 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 528,700 shares owned by the Plan. Mr. Peterson shares
voting and dispositive power with respect to shares owned by ESI.
Item 7. Material to be Filed as Exhibits
Exhibit 1 - Joint Filing Agreement dated July10, 2000.
Page 5 of 5 Pages
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.
Dated: July 10, 2000 /s/ P.R. Peterson
------------------
By: P. R. Peterson
Dated: July 10, 2000 /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.
ESI Investment Co.
Dated: July 10, 2000 /s/ P.R. Peterson
------------------
By: P. R. Peterson
Dated: July 10, 2000 /s/ P.R. Peterson
--------------------
P. R. Peterson
EXHIBIT 2
PPT Vision, Inc.
dated as of June 16, 2000
Peter R. Peterson
ESI Investment Co.
6111 Blue Circle Drive
Minnetonka, MN 55343
Dear Mr. Peterson:
This letter, dated as of June 16, 2000 will supercede the
letter agreement between you and the Company dated as of
September 27, 1999. By this letter agreement, you will confirm
that under the Minnesota Control Share Acquisition Act, Minn.
Stat. 302A.671 et seq., (the "Act") 59,402 shares that you hold
were made in one or more "control share acquisitions," as that
term is defined under the Act. These shares will have no voting
rights, until such time as the Company's shareholders have
approved voting rights, as provided in Minn. Stat. 302A.671.
You have requested that the Company cause a resolution to be put
to the shareholders of the Company at the 2001 Annual Meeting of
Shareholders which resolution, if approved, will authorize voting
rights for these shares.
Additionally, on June 16, 2000, you purchased 170,000 shares
of common stock of the Company from the Company. These shares
retain full voting rights because under Section 302A.011, subd.
38(e), the definition of "control share acquisition" excludes "an
acquisition from the issuing public corporation." Similarly, any
shares you acquire upon the exercise of options issued by the
Company to you are not covered by the Act. However, any
additional acquisitions of the Company's common stock from a
person other than the Company will be subject to the provisions
of the Act.
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: /s/ Richard Peterson
----------------------------
Richard Peterson
Its: Chief Financial Officer
Accepted and Agreed To:
/s/ P.R. Peterson
P.R. Peterson
P.R. PETERSON CO. KEOGH PLAN
/s/ P.R. Peterson
By: P.R. Peterson
ESI INVESTMENT CO.
/s/ P.R. Peterson
By: P. R. Peterson
