<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
GRACO INC.
--------------------
(Name of Issuer)
COMMON STOCK
------------
(Title of Class of Securities)
384109-10-4
------------
(CUSIP Number)
* 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 9 Pages
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CUSIP No. 384109104 13G Page 2 of 9 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
BENEFICIALLY | 4,529,095
|
OWNED BY |
| 6. SHARED VOTING POWER
EACH |
|
REPORTING | 7. SOLE DISPOSITIVE POWER
| 4,529,095
PERSON |
|
WITH | 8. SHARED DISPOSITIVE POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,529,095
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
26.6%
12. TYPE OF REPORTING PERSON*
00 (Trust)
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 384109104 13G Page 3 of 9 Pages
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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 | 5. SOLE VOTING POWER
|
SHARES |
|
BENEFICIALLY | 6. SHARED VOTING POWER
| 4,529,095
OWNED BY |
|
EACH | 7. SOLE DISPOSITIVE POWER
|
REPORTING |
|
PERSON | 8. SHARED DISPOSITIVE POWER
| 4,529,095
WITH |
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,529,095
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
26.6%
12. TYPE OF REPORTING PERSON*
BK
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 384109104 13G Page 4 of 9 Pages
---------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul M. Torgerson
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
NUMBER OF | 5. SOLE VOTING POWER
|
SHARES |
| 6. SHARED VOTING POWER
BENEFICIALLY | 4,529,095
|
OWNED BY |
| 7. SOLE DISPOSITIVE POWER
EACH |
|
REPORTING | 8. SHARED DISPOSITIVE POWER
| 4,529,095
PERSON |
|
WITH |
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,529,095
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
26.6%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 384109104 13G Page 5 of 9 Pages
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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
326,856 (Includes "Restricted Shares" of 11,022,
NUMBER OF | ESOP Shares of 414 and 4,972 options scheduled to vest
| within 60 days.)
SHARES |
| 6. SHARED VOTING POWER
BENEFICIALLY | 5,332,628 (Includes all shares held by Trust; 44,994
| shares owned by Mr. Koch's wife, as to which Mr. Koch
| may be deemed to share voting power; 29,251 shares
OWNED BY | owned by the Graco Foundation of which Mr. Koch is a
| director; 44,933 unallocated shares held by Graco's
EACH | Employee Stock Ownership Plan; 451,855 shares owned
| by the Graco Pension Plan as to which Mr. Koch shares
REPORTING | voting power; and 232,500 shares held by Greycoach
| Foundation of which Mr. Koch is a director.)
PERSON |
| 7. SOLE DISPOSITIVE POWER
WITH | 326,403
8. SHARED DISPOSITIVE POWER
5,332,628
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,659,484
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
33.2%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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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 9
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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. On April 29, 1996, Maynard B.
Hasselquist, a co-trustee of the Trust, died. Effective May 1, 1996, Paul
M. Torgerson was designated and appointed co-trustee of the Trust to
replace Maynard B. Hasselquist. The other trustee of the Trust is David
A. Koch, an individual resident 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
Paul M. Torgerson
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:
4,529,095
(b) Percentage of Class:
26.6%
(c) Number of Shares as to which the Trust has:
(i) Sole power to vote or direct the vote:
4,529,095
(ii) Shared power to vote or direct the vote:
None
page 7 of 9
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(iii) Sole power to dispose or direct the disposition:
4,529,095
(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 9
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SIGNATURE
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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 5, 1997
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/ Cynthia C. Nassen, Asst. V.P.
----------------------------------------
/s/ Paul M. Torgerson
-------------------------------------------
Paul M. Torgerson, Trustee
/s/ David A. Koch
-------------------------------------------
David A. Koch, Trustee
Page 9 of 9
