10-Q/A 1 amended2q9910q.txt SECOND QUARTER 1999 REPORT ON FORM 10-Q/A 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 25, 1999 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 ---------- ------------ 20,337,102 common shares were outstanding as of July 23, 1999. 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 8-11 PART II OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 12 Item 6. Exhibits and Reports on Form 8-K 12 SIGNATURES 13 Non-employee Director Stock Plan, as amended June 18, 1999 Exhibit 10 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 4, 1999, James A. Earnshaw, David A. Koch, Richard D. McFarland, Lee R. Mitau, and Martha A.M. Morfitt were elected to the office of Director with the following votes: FOR WITHHELD --- -------- James A. Earnshaw 16,523,453 61,224 David A. Koch 16,552,963 61,715 Richard D. McFarland 16,506,598 78,080 Lee R. Mitau 16,517,404 67,274 Martha A.M. Morfitt 16,515,833 68,845 At the same meeting, the following matters were also voted upon with the votes as indicated: The approval of the Executive Officer Annual Incentive Bonus Plan with the following votes: FOR AGAINST ABSTENTIONS BROKER NON-VOTE --- ------- ----------- --------------- 15,778,449 650,470 155,759 0 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 --- ------- ----------- --------------- 16,432,643 47,292 104,742 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")