SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)
Photo Control Corp
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
719219107
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(CUSIP Number)
Richard Kiphart c/o William Blair & Co 222 W. Adams St, Chicago, Il 60606
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 4, 2001
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(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of __ Pages)
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(1) 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 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 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).
<PAGE>
CUSIP No. SCHEDULE 13D Page _ of __ Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard P. Kiphart SS# ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |x|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF - Personal Funds
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
167,293
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 167,293
WITH -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
167,293
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.42%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
This statement relates to common stock of Photo Control Corp. (the
"Company"). The principal executive offices of the Company are located at 4800
Quebec Ave. N., Minneapolis, Minnesota 55428.
Item 2. Identity and Background
(a) This Schedule 13D is filed on behalf of Richard P. Kiphart.
(b) The business address of Mr. Kiphart is as follows:
Richard P. Kiphart
c/o William Blair & Company, L.L.C.
222 West Adams Street
Chicago, Illinois 60606
(c) Mr. Kiphart is a principal of William Blair & Company, L.L.C., a borker
dealer and investment adviser.
(d) Mr. Kiphart has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Kiphart has not, during the last five years, been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of which such person was or is subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting or
mandating activities with respect to, federal or state securities laws or
a finding of any violations with respect to such laws.
(f) USA.
Item 3. Source and Amount of Funds or Other Considerations
The funds for the additional acquisition of the common stock of the
Company over the past six weeks consisted of personal funds of Mr. Kiphart. The
amount of these transactions was approximately $46,028.
Item 4 Purpose of Transaction
The common stock of the Company was purchased by Mr. Kiphart for
investment only. Therefore, the plans of Mr. Kiphart with respect to the common
stock of the Company do not relate to and would not result in any of the items
enumerated in (a)-(j) of Item 4.
Item 5 Interest in Securities of the Issuer
(a) As of December 2000, Mr. Kiphart owned 167,293 shares of the common stock
of the Company, which equals 10.4% of the outstanding shares of the common
stock of the Company.
(b) Mr. Kiphart owns 167,293 shares of the common stock of the Company over
which Mr. Kiphart has the sole power to vote or to direct the vote and
sole power to dispose or to direct the disposition of such shares.
<PAGE>
(c) Mr. Kiphart has effected the following purchases of the common stock of
the Company in the last sixty days:
12/29 5,000 shares at $2.88 per share
12/29 6,000 shares at $2.81 per share
12/28 1,000 shares at $2.75 per share
12/27 300 shares at $2.75 per share
12/26 2,000 shares at $2.75 per share
12/22 200 shares at $2.75 per share
12/18 2,500 shares at $2.75 per share
12/14 900 shares at $2.75 per share
12/12 1,800 shares at $2.63 per share
12/12 8,200 shares at $2.75 per share
The transactions were all effected through Mr. Kiphart's brokerage account
at William Blair & Company, L.L.C.
(d) Not applicable.
(e) Not applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
No contracts, arrangements, understandings or relationships (legal or
otherwise) among the Fund and any other person or persons with respect to the
securities of the issuer.
Item 7 Material to Be Filed as Exhibits
No material is being filed as exhibits.
Signature
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.
Date: January 4, 2001 Signature:/s/ Richard P. Kiphart
