<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 20)*
--
Graco, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common
- --------------------------------------------------------------------------------
(Title of Class of Securities)
384109-10-4
-----------
(CUSIP Number)
July 31, 1998
-------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
*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).
<PAGE>
--------------------- -----------------
CUSIP NO. 384109-10-4 13G PAGE 2 OF 6 PAGES
--------------------- -----------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. or I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
U.S. Bancorp
601 2nd Ave. South
Minneapolis, MN 55402-4302
Tax I.D. No.: 41-0255900
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, U.S.A.
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 737,471
-------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,164,059
-------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 20,926
-------------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
1,171,367
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,918,082
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.43%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
H.C.
- --------------------------------------------------------------------------------
SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 3 of 6 pages
ITEM 1
a. NAME OF ISSUER:
Graco, Inc.
b. ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Graco, Inc.
4050 Olson Memorial Hwy
Golden Valley, Minnesota 55422
ITEM 2
a. NAME OF PERSON FILING:
U.S. Bancorp
b. ADDRESS OF PERSON'S FILING PRINCIPAL EXECUTIVE OFFICES:
601 2nd Ave South
Minneapolis, MN 55402-4302
United States
c. TITLE OF CLASS OF SECURITIES:
COMMON
d. CUSIP NUMBER:
384109-10-4
ITEM 3
The person filing this statement is a:
(g) [x] Parent Holding Company
ITEM 4
OWNERSHIP:
a. Amount beneficially owned: 1,918,082
b. Percentage of Class: 7.43%
c. Number of shares as to which such person has:
1. Sole power to vote or direct the vote: 737,471
2. Shared power to vote or direct vote: 1,164,059
3. Sole power to dispose or direct the 20,926
disposition:
4. Shared power to dispose or direct the 1,171,367
disposition:
ITEM 5
OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS: ( )
<PAGE>
Page 4 of 6
ITEM 6
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Other persons have the right to receive or the power to direct the
receipt of, dividend from, or the proceeds from the sale of, such
securities. To our knowledge no interest of any such person relates
to more than 5% of the class.
ITEM 7
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY PARENT HOLDING COMPANY
See Exhibit A
ITEM 8
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
ITEM 9
NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
ITEM 10
CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
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.
Dated: August 10, 1998
/s/ Merita Schollmeier
- -----------------------
Merita Schollmeier
Vice President
<PAGE>
Page 5 of 6
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
EXHIBIT A
The Schedule to which this attachment is appended is filed on behalf of the
following subsidiary or subsidiaries listed below, which are classified as
banks for the purposes of 17 CFR 140.13d-1 (b) (ii) (B).
U.S. Bank National Association U.S. Bank Trust National Association
601 Second Ave. South 180 East Fifth Street, Suite 200
Minneapolis, Minnesota 55402-4302 St. Paul, MN 55101
U.S. Bank Trust National Association SD
141 North Main Avenue
Sioux Falls, South Dakota 57117
<PAGE>
Page 6 of 6
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
EXHIBIT B - DISCLAIMER
Information on the attached Schedule 13G is provided solely for the purpose
of complying with Section 13(d) and 13(g) of the Securities Exchange Act of
1934 and Regulations promulgated under authority thereof and is not intended
as an admission that U.S. Bancorp or any of its subsidiaries, is a beneficial
owner of the securities described herein for any other purpose (including
without limitation for purposes of the Minnesota Control Share Acquisition
Act).
