<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
GRACO INC.
----------------
(Name of Issuer)
Common Stock
------------------------------
(Title of Class of Securities)
384109-10-4
--------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [_].
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
* 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).
(Continued on following page(s))
Page 1 of 11 Pages
<PAGE>
CUSIP No. 384109104 13G Page 2 of 11 Pages
---------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trust U/W Clarissa L. Gray
Tax I.D. - 41-6044789
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Trust governed by the laws of Minnesota
NUMBER OF |
|
SHARES | 5. SOLE VOTING POWER
| 3,019,397
BENEFICIALLY |
| 6. SHARED VOTING POWER
OWNED BY |
| 7. SOLE DISPOSITIVE POWER
EACH | 3,019,397
|
REPORTING PERSON | 8. SHARED DIPOSITIVE POWER
|
WITH |
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,019,397
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
26.5%
12. TYPE OF REPORTING PERSON*
00 (Trust)
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 384109104 13G Page 3 of 11 Pages
---------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Bank of South Dakota, N.A.
Tax I.D. - 46-0168855
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
Trustee of Clarissa L. Gray Trust (b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA (National Bank organized under National Banking Act)
NUMBER OF |
|
SHARES | 5. SOLE VOTING POWER
|
BENEFICIALLY | 6. SHARED VOTING POWER
| 3,019,397
OWNED BY |
| 7. SOLE DISPOSITIVE POWER
EACH |
| 8. SHARED DIPOSITIVE POWER
REPORTING PERSON | 3,019,397
|
WITH |
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,019,397
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
26.5%
12. TYPE OF REPORTING PERSON*
BK
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 384109104 13G Page 4 of 11 Pages
---------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Maynard B. Hasselquist
S.S. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
Trustee of Clarissa L. Gray Trust (b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
| 5. SOLE VOTING POWER
NUMBER OF | 16,500
|
SHARES | 6. SHARED VOTING POWER
|
BENEFICIALLY | 3,174,502 (Includes all shares held by the Trust;
| 105 shares held by Mr. Hasselquist's wife, as to which
OWNED BY | Mr. Hasselquist may be deemed to share voting power;
| and 155,000 shares held by Greycoach Foundation of
EACH | which Mr. Hasselquist is a director.)
|
REPORTING PERSON | 7. SOLE DISPOSITIVE POWER
| 16,500
WITH |
| 8. SHARED DISPOSITIVE POWER
| 3,174,502
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,191,002
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
28.0%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 384109104 13G Page 5 of 11 Pages
---------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David A. Koch
S.S. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
Trustee of Clarissa L. Gray Trust (b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
| 5. SOLE VOTING POWER
| 215,248 (Includes "Restricted Shares" of 22,045
| and ESOP Shares of 253.)
NUMBER OF |
| 6. SHARED VOTING POWER
SHARES | 3,614,083 (Includes all shares held by Trust;
| 29,996 shares owned by Mr. Koch's wife, as to which
BENEFICIALLY | Mr. Koch may be deemed to share voting power; 18,587
| shares owned by the Graco Foundation of which Mr. Koch
OWNED BY | is a director; 89,866 unallocated shares held by Graco's
| Employee Stock Ownership Plan; 301,237 shares owned by
EACH | the Graco Pension Plan as to which Mr. Koch shares
| voting power; and 155,000 shares held by Greycoach
REPORTING PERSON | Foundation of which Mr. Koch is a director.)
|
WITH | 7. SOLE DISPOSITIVE POWER
| 214,995
|
| 8. SHARED DISPOSITIVE POWER
| 3,614,083
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,829,331
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
33.7%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
The Statement of Ownership, as amended, filed by the Trust U/W Clarissa L. Gray
(the "Trust") pursuant to Rules 13d-1(c) and 13d-2(b) under Section 13(d) of the
Securities Exchange Act of 1934, as amended, with respect to the Trust's
ownership of shares of common stock of Graco Inc., is hereby amended by
restating such statement, as amended, to add or to update the information
contained therein.
ITEM 1
(a) Name of Issuer:
--------------
Graco Inc.
(b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
4050 Olson Memorial Highway
Golden Valley, Minnesota 55422
ITEM 2
(a) Name of Person Filing:
---------------------
Trust U/W Clarissa L. Gray
(b) Address:
-------
c/o First Bank of South Dakota, N.A.
141 North Main Avenue
Suite 400
Sioux Falls, South Dakota 57102-1133
(c) Citizenship:
-----------
Governed by Minnesota law
(d) Title of Class of Securities:
----------------------------
COMMON
(e) CUSIP Number:
------------
384109-10-4
The three trustees of the Clarissa L. Gray Trust share the power to vote
and dispose of the shares held by the Trust. The trustees have joined in
this filing since, under applicable Rules of the Securities and Exchange
Commission, such powers may cause the trustees to be deemed to be
beneficial owners of the shares held by the Trust. The trustees disclaim
the existence of any group relationship among the trustees except such
relationship as may be deemed to exist by virtue of their status as
trustees.
Page 6 of 11
<PAGE>
Effective January 1, 1995, First Bank of South Dakota, N.A. replaced
First Bank National Association as a trustee of the Trust. Both First
Bank of South Dakota, N.A. and First Bank National Association are
subsidiaries of First Bank System Inc. The other two trustees of the
Trust are David A. Koch and Maynard B. Hasselquist, each individual
residents of the State of Minnesota. The principal business address of
each of the trustees of the Trust is as follows:
First Bank of South Dakota, N.A.
141 North Main Avenue
Suite 400
Sioux Falls, South Dakota 57102-1133
David A. Koch
4050 Olson Memorial Highway
Golden Valley, Minnesota 55422
Maynard B. Hasselquist
220 South Sixth Street
Minneapolis, Minnesota 55402
ITEM 3
This statement is being filed pursuant to Rule 13d-1(c) under the
Securities Exchange Act of 1934, because the shares of the Issuer owned
by the Trust were acquired prior to December 22, 1970.
ITEM 4
Ownership:
---------
(a) Amount beneficially owned:
-------------------------
3,019,397
(b) Percentage of Class:
-------------------
26.5%
(c) Number of Shares as to which the Trust has:
------------------------------------------
(i) Sole power to vote or direct the vote:
-------------------------------------
3,019,397
(ii) Shared power to vote or direct the vote:
---------------------------------------
None
Page 7 of 11
<PAGE>
(iii) Sole power to dispose or direct the disposition:
-----------------------------------------------
3,019,397
(iv) Shared power to dispose or direct the disposition:
-------------------------------------------------
None
The trustees share the power to vote or to direct the vote and to
dispose or direct the disposition of all shares held by the Trust.
Any additional shares of Graco Inc. owned by individual trustees are
listed on the Cover Page relating to such trustee.
ITEM 5 Ownership of Five Percent or Less of a Class: (______).
-------------------------------------------------------
ITEM 6 Ownership of More Than Five Percent on Behalf of Another Person.
---------------------------------------------------------------
Not Applicable
ITEM 7 Identification and Classification of Members of the Subsidiary which
Acquired the Security Being Reported on by Parent Holding Company.
Not Applicable
ITEM 8 Identification and Classification of Members of the Group:
---------------------------------------------------------
Not Applicable, but see Item 2.
ITEM 9 Notice of Dissolution of Group:
------------------------------
Not Applicable
ITEM 10 Certification:
-------------
Not Applicable. (See Item 3.)
Page 8 of 11
<PAGE>
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: February 8, 1994
TRUST U/W CLARISSA L. GRAY
First Bank of South Dakota, N.A., Trustee
By: /s/ Thomas J. Flynn, Senior V. P.
-----------------------------------------
First Bank of South Dakota, N.A., Trustee
By: /s/ Bette Theobald, Vice President
-----------------------------------------
/s/ Maynard B. Hasselquist*
--------------------------------------------
Maynard B. Hasselquist, Trustee
/s/ David A. Koch
--------------------------------------------
David A. Koch, Trustee
*By: /s/ David A. Koch
------------------------
David A. Koch,
Attorney-in-fact
Page 9 of 11
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Page No.
- ------- ----------- --------
<S> <C> <C>
A Power of Attorney of 10
Maynard B. Hasselquist, dated
December 31, 1993
</TABLE>
Page 10 of 11
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that Maynard Hasselquist hereby
constitutes and appoints David A. Koch and Sidney Sehlin, and each of either of
them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign reports required to be filed by the undersigned
pursuant to Section 13(d) or 13(g) of the Securities Exchange Act of 1934 (and
any and all amendments thereto) relating to the ownership of securities of Graco
Inc. by the trust u/w of Clarissa Gray, with the Securities and Exchange
Commission and the New York Stock Exchange, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or either of them, or their or his substitutes, may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on December
31, 1993.
/s/ Maynard B. Hasselquist
--------------------------------------------
Maynard B. Hasselquist
Page 11 of 11
