10-Q/A 1 amended2q0010q.txt SECOND QUARTER 10Q FOR THE PERIOD ENDING 06/30/00 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2000 Commission File Number: 001-9249 -------- GRACO INC. (Exact name of Registrant as specified in its charter) Minnesota 41-0285640 --------------------- --------------------------------------- (State of incorporation) (I.R.S. Employer Identification Number) 88-11th Avenue N.E. Minneapolis, Minnesota 55413 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (612) 623-6000 ---------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------ ------ 20,212,321 common shares were outstanding as of July 31, 2000. GRACO INC. AND SUBSIDIARIES INDEX Page Number PART I FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statements of Earnings 3 Consolidated Balance Sheets 4 Consolidated Statements of Cash Flows 5 Notes to Consolidated Financial Statements 6-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-10 PART II OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 11 Item 6. Exhibits and Reports on Form 8-K 11 SIGNATURES 12 Computation of Net Earnings per Common Share Exhibit 11 Financial Data Schedule (EDGAR filing only) Exhibit 27 Item 4. Submission of Matters to a Vote of Security Holders At the Annual Meeting of Shareholders held on May 2, 2000, George Aristides, Ronald O. Baukol, Robert G. Bohn and Willaim J. Carroll were elected to the Office of Director with the following votes: FOR WITHHELD --- -------- George Aristides 18,074,462 523,537 Ronald O. Baukol 18,459,654 138,344 Robert G. Bohn 18,438,519 159,479 William J. Carroll 18,436,251 161,747 At the same meeting, the following matters were also voted upon with the votes as indicated: The adoption of an amendment to the Company's Restated Articles of Incorporation was approved, with the following votes: FOR AGAINST ABSTENTIONS BROKER NON-VOTE --- ------- ----------- --------------- 10,795,227 6,245,013 104,070 1,453,688 The selection of Deloitte & Touche as independent auditors for the current year was approved and ratified, with the following votes: FOR AGAINST ABSTENTIONS BROKER NON-VOTE --- ------- ----------- --------------- 18,524,883 38,535 34,579 0 No other matters were voted on at the meeting. 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. GRACO INC. Date: May , 2001 By: /s/George Aristides ------------ ------------------------------- George Aristides Chairman of the Board and Chief Executive Officer Date: May , 2001 By: /s/James A. Graner ------------ ------------------------------- James A. Graner Vice President & Controller ("duly authorized officer")