SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported) May 18, 1998
------------
GRACO INC.
----------
(Exact name of registrant as specified in its charter)
Minnesota 001-9249 41-0285640
- ---------------------------- ----------------- -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4050 Olson Memorial Highway, Golden Valley, Minnesota 55422
- ----------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 612-623-6000
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changes since last report)
Item 5. Other Events
On May 18, 1998, the Company entered into a Stock Repurchase Agreement (the
"Repurchase Agreement") pursuant to which the Company will purchase 5,800,000
shares of Common Stock of the Company held by the Trust (the "Trust")
administered pursuant to Article V of the Last Will and Testament and Codicil
thereto of Clarissa L. Gray, deceased, for a purchase price of $32.91156 per
share (the "Trust Shares"). The $190,887,048 aggregate purchase price will be
funded by the Company through a combination of borrowing and cash on hand.
The purchase of the Trust Shares is expected to be completed on July 2,
1998 and is subject to the customary closing contingencies.
After the purchase of the Trust Shares is completed by the Company,
approximately 20 million shares will remain issued and outstanding.
The foregoing description of the Repurchase Agreement is qualified in its
entirety by reference to the text of the Repurchase Agreement which is attached
as an exhibit to this report and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
10.1 Stock Repurchase Agreement dated May 18, 1998 between Graco Inc.
and David A. Koch, Paul M. Torgerson, and U.S. Bank Trust
National Association SD, as Trustees of the Trust administered
pursuant to Article V of the Last Will and Testament and Codicil
thereto of Clarissa L. Gray.
99.1 Press Release dated May 18, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: June 5, 1998
GRACO INC.
By: /s/Robert M. Mattison
----------------------------------------
Robert M. Mattison
Vice President, General Counsel
and Secretary
EXHIBIT INDEX
Exhibit Exhibit Description
- ------- -------------------
10.1 Stock Repurchase Agreement dated May 18, 1998 between Graco Inc. and
David A. Koch, Paul M. Torgerson, and U.S. Bank Trust National
Association SD, as Trustees of the Trust administered pursuant to
Article V of the Last Will and Testament and Codicil thereto of
Clarissa L. Gray.
99.1 Press Release dated May 18, 1998.