SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
Grainger (W.W.), Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
38480210
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(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 4 Pages
SEC 1745 (10-85)
CUSIP NO. 38480210 13G/A PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Massachusetts Financial Services Company ("MFS")
I.R.S. Identification No.: 04-2747644
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5 SOLE VOTING POWER
SHARES 2,481,816 shares of common stock
BENEFICIALLY
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OWNED BY 6 SHARED VOTING POWER
EACH
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REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 2,677,736 shares of common stock
WITH
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8 SHARED DISPOSITIVE POWER
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,677,736 shares of common stock of which shares are also beneficially
owned by certain other non-reporting entities as well as MFS.
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.8%
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12 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
SCHEDULE 13G PAGE 3 OF 4 PAGES
ITEM 1: (a) NAME OF ISSUER:
Grainger (W.W.), Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
100 Grainger Parkway
Lake Forest, IL 60045-5201
ITEM 2: (a) NAME OF PERSON FILING:
Massachusetts Financial Services Company ("MFS")
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
500 Boylston Street
Boston, MA 02116
(c) CITIZENSHIP:
See Item 4 on page 2
(d) TITLE OF CLASS OF SECURITIES:
Common Stock
(e) CUSIP NUMBER:
38480210
ITEM 3: See Item 12 on page 2
ITEM 4: (a) AMOUNT BENEFICIALLY OWNED:
See Item 9 on page 2
(b) PERCENT OF CLASS:
See Item 11 on page 2
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS VOTING AND
DISPOSITIVE POWERS:
See Items 5 and 7 on page 2
SCHEDULE 13G/A PAGE 4 OF 4 PAGES
ITEM 5: OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
[X] This Schedule on Form 13G is being filed to report that
MFS has ceased to be a beneficial owner of 5% or more
of the common stock of Grainger (W.W.), Inc.
ITEM 6: OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
Inapplicable
ITEM 7: IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
Inapplicable
ITEM 8: IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Inapplicable
ITEM 9: NOTICE OF DISSOLUTION OF GROUP:
Inapplicable
ITEM 10: CERTIFICATION:
By signing below I certify that to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
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: July 2, 2001
Massachusetts Financial Services Company
By: STEPHEN E. CAVAN
Stephen E. Cavan
Senior Vice President,
Secretary and general counsel