-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Meol/SLtjv64jgGoDyzikq7iHryMAhkX2AkBTWhottMgvufXBDYsEK4332nUVIY5 Z8+d7BlZQ3Xpq20Y0vz+uQ== 0000905729-08-000078.txt : 20080214 0000905729-08-000078.hdr.sgml : 20080214 20080214123512 ACCESSION NUMBER: 0000905729-08-000078 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STEELCASE INC CENTRAL INDEX KEY: 0001050825 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE FURNITURE (NO WOOD) [2522] IRS NUMBER: 380819050 STATE OF INCORPORATION: MI FISCAL YEAR END: 0229 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55759 FILM NUMBER: 08611451 BUSINESS ADDRESS: STREET 1: 901 44TH ST CITY: GRAND RAPIDS STATE: MI ZIP: 49508 BUSINESS PHONE: 6162472710 MAIL ADDRESS: STREET 1: 901 44TH ST CITY: GRAND RAPIDS STATE: MI ZIP: 49508 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WELCH JAMES C CENTRAL INDEX KEY: 0001079654 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2717 SHADOW COURT CITY: ARLINGTON STATE: TX ZIP: 76006 MAIL ADDRESS: STREET 1: 111 LYON STREET NW CITY: GRAND RAPIDS STATE: MI ZIP: 49503 SC 13G/A 1 stcswelchsc13ga9_021408.htm STEELCASE/WELCH SC13G/A9 Steelcase/James Welch SC 13G/A#9 - 02/14/08

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 9)*

STEELCASE INC.


(Name of Issuer)

 

Class A Common Stock


(Title of Class of Securities)

 

858155203


(CUSIP Number)

 

December 31, 2007


(Date of Event Which Requires Filing of this Statement)





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[  ]

Rule 13d-1(b)

 

[  ]

Rule 13d-1(c)

 

[X]

Rule 13d-1(d)


* 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.





Page 1 of 5 pages




CUSIP No. 858155-20-3

SCHEDULE 13G

Page 2 of 5 Pages


(1)

Names of Reporting Persons

James C. Welch

 

 

(2)

Check the Appropriate Box if a Member of a Group
(a)     [   ]
(b)     [   ]

 

 

(3)

SEC Use Only

 

 

(4)

Citizenship or Place of Organization

United States of America

 

 

Number of Shares Beneficially Owned by Each Reporting Person With

 

 

(5)

Sole Voting Power

3,337,045 shares

 

 

 

(6)

Shared Voting Power

838,728 shares

 

 

 

(7)

Sole Dispositive Power

955,332 shares

 

 

 

(8)

Shared Dispositive Power

3,220,441 shares

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

4,175,773 shares


(10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

[   ]


(11)

Percent of Class Represented by Amount in Row 9

 

 

4.8%


(12)

Type of Reporting Person

 

 

IN




CUSIP No. 858155-20-3

SCHEDULE 13G

Page 3 of 5 Pages


Item 1(a).

Name of Issuer:

Steelcase Inc.

 

 

Item 1(b).

Address of Issuer's Principal Executive Offices:

901 - 44th Street, S.E.
Grand Rapids, Michigan 49508

 

 

Item 2(a).

Name of Person Filing:

James C. Welch

 

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

2740 Darby, S.E.
Grand Rapids, Michigan 49506

 

 

Item 2(c).

Citizenship:

United States of America

 

 

Item 2(d).

Title of Class of Securities:

Class A Common Stock

 

 

Item 2(e).

CUSIP Number:

858155-20-3

 

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:


 

(a)

[   ]

Broker or dealer registered under Section 15 of the Act;

 

 

 

 

 

(b)

[   ]

Bank as defined in Section 3(a)(6) of the Act;

 

 

 

 

 

(c)

[   ]

Insurance company as defined in Section 3(a)(19) of the Act;

 

 

 

 

 

(d)

[   ]

Investment company registered under Section 8 of the Investment Company Act of 1940;

 

 

 

 

 

(e)

[   ]

Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

 

 

 

 

(f)

[   ]

Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

 

 

 

 

(g)

[   ]

Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

 

 

 

 

(h)

[   ]

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

 

 

 

 

(i)

[   ]

Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

 

 

 

 

(j)

[   ]

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).




CUSIP No. 858155-20-3

SCHEDULE 13G

Page 4 of 5 Pages


Item 4.

Ownership:

 

 

 

(a)

Amount Beneficially Owned:

4,175,773 shares

 

 

 

 

 

(b)

Percent of Class:

4.8%

 

 

 

 

 

(c)

Number of shares as to which such person has:

 

 

 

 

 

 

 

(i)

Sole power to vote or to direct the vote

3,337,045 shares

 

 

 

 

 

 

 

(ii)

Shared power to vote or to direct the vote

838,728 shares

 

 

 

 

 

 

 

(iii)

Sole power to dispose or to direct the disposition of

955,332 shares

 

 

 

 

 

 

 

(iv)

Shared power to dispose or to direct the disposition of

3,220,441 shares

The number of shares reported above includes 3,943,453 shares of Class B Common Stock of the Issuer which are immediately convertible into an equal number of shares of Class A Common Stock at the option of the holder. In addition, if shares of Class B Common Stock are transferred to any persons other than a "Permitted Transferee" (as defined in the Issuer's Second Restated Articles of Incorporation), such shares are automatically converted on share-for-share basis into shares of Class A Common Stock. Shares of Class B Common Stock of the Issuer have the same attributes as shares of Class A Common Stock of the Issuer except that each share of Class B Common Stock entitles the holder thereof to ten votes on all matters upon which shareholders have a right to vote and each share of Class A Common Stock entitles the holder thereof to one vote on such matters.

If all the outstanding shares of Class B Common Stock of the Issuer were converted into shares of Class A Common Stock, the reporting person may be deemed to beneficially own approximately 3.0% of the outstanding Class A Common Stock.

Item 5.

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

 

 

 

Of the shares reported in Item 4 above, 4,628 are held by a trust of which Mr. Welch is not a trustee. These shares are reported because Mr. Welch's wife is a trustee of such trust.

 

 

Item 7.

Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company or Control Person:


Not applicable.

 

 

Item 8.

Identification and Classification of Members of the Group:

Not applicable.

 

 

Item 9.

Notice of Dissolution of Group:

Not applicable.




CUSIP No. 858155-20-3

SCHEDULE 13G

Page 5 of 5 Pages


Item 10.

Certifications:

 

 

 

Not applicable.

 

 

 

SIGNATURE

 

 

 

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.



 

February 14, 2008

/s/ James C. Welch


James C. Welch, by Paul J. Ryan
under Limited Power of Attorney
EX-99.1 2 welchpoa.htm STEELCASE/WELCH EXHIBIT 99.1 TO SC13G/A9 Steelcase/James C. Welch Exhibit 99.1 to Schedule 13G/A#7 - 02/10/06

EXHIBIT 99.1

LIMITED POWER OF ATTORNEY


The undersigned does hereby appoint SCOTT E. PETERSEN, PAUL J. RYAN and M. GAYLE ROBINSON, or any one or more of them, his true and lawful attorneys and agents to execute and file any and all instruments that such attorneys and agents, or any of them, may consider necessary or advisable to enable the undersigned (in his individual capacity or in a fiduciary or other capacity) to comply with the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act"), and any requirements of the Securities and Exchange Commission with respect to the 1933 Act or the 1934 Act, in connection with the preparation, execution and filing of any report or statement of beneficial ownership or changes in beneficial ownership of securities of Steelcase Inc. that the undersigned (in his individual capacity or in a fiduciary or other capacity) may be required to file pursuant to Rule 144 issued under the 1933 Act or pursuant to Sections 13 or 16 of the 1934 Act including, wi thout limitation, full power and authority to sign the undersigned's name, in his individual capacity or in a fiduciary or other capacity, to any report, application or statement on Form ID, Form 144, Forms 3, 4, or 5, Schedules 13D or 13G, or to any amendments or successor forms thereto, or to any form or forms adopted by the Securities Exchange Commission in lieu thereof or in addition thereto, hereby ratifying and confirming all that such attorneys and agents, or any of them, shall do or cause to be done by virtue of this Limited Power of Attorney.

The undersigned agrees that the attorneys-in-fact named herein may rely entirely on information furnished orally or in writing by the undersigned to such attorneys-in-fact. The undersigned also agrees to indemnify and hold harmless the attorneys-in-fact against any losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any untrue statement or omission of necessary fact in the information provided by the undersigned to the attorneys-in-fact for purposes of executing, acknowledging, delivering or filing any such forms, or any amendments or any successor forms thereto, or any form or forms adopted by the Securities and Exchange Commission in lieu thereof or in addition thereto.

This authorization shall remain in effect until the undersigned executes a written revocation and delivers a copy of the written revocation to one or more of the attorneys-in-fact.



Date:  June 17, 2002

/s/ James C. Welch


 

James C. Welch

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