-----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, J7sd4ROuVLaeFxi1XU+lzJeB5ka12dKkr961owJrfCoiGsttwzBollV8s0pLeso3 mc5jkHjFpMDhaCazw179mQ== 0001045969-02-000213.txt : 20020414 0001045969-02-000213.hdr.sgml : 20020414 ACCESSION NUMBER: 0001045969-02-000213 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020213 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: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55759 FILM NUMBER: 02542473 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: PEW ROBERT C III CENTRAL INDEX KEY: 0001079711 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 901 44TH ST SE CITY: GRAND RAPIDS STATE: MI ZIP: 49508 BUSINESS PHONE: 6162469467 MAIL ADDRESS: STREET 1: 901 44TH ST SE CITY: GRAND RAPIDS STATE: MI ZIP: 49508 SC 13G/A 1 dsc13ga.txt AMENDMENT #2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Steelcase Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 858 155 20 3 ------------------------------ (CUSIP Number) December 31, 2001 - -------------------------------------------------------------------------------- (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 (however, see the Notes). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. Page 1 of 7 pages CUSIP No. 858155 20 3 - -------------------------------------------------------------------------------- 1. Names of reporting persons IRS Identification Nos. of the above persons (entities only) Robert C. Pew III - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- 5. Sole voting power 1,623,695 Number of ----------------------------------------------------- Shares 6. Shared voting power 195,685 Beneficially Owned By ----------------------------------------------------- Each 7. Sole dispositive power 1,623,695 Reporting Person ----------------------------------------------------- With: 8. Shared dispositive power 195,685 - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,819,380 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] 11. Percent of Class Represented by Amount in Row (9) 5.1% - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- Page 2 of 7 pages Item 1. (a) Name of Issuer. Steelcase Inc. (b) Address of Issuer's Principal Executive Offices. 901 - 44th Street, SE Grand Rapids, Michigan 49508 Item 2. (a) Name of Person Filing. Robert C. Pew III (b) Address of Principal Business Office or, if none, Residence. 901 - 44th Street, SE Grand Rapids, Michigan 49508 (c) Citizenship. United States of America (d) Title of Class of Securities. Class A Common Stock (e) CUSIP Number. 858 155 20 3 Item 3. If this statement is filed pursuant toss.ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [_] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). Page 3 of 7 pages (e) [_] An investment advisor in accordance with ss. 240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with ss. 240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [_] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J). Item 4. Ownership. (a) Amount beneficially owned: 1,819,380 (b) Percent of class: 5.1% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 1,623,695 (ii) Shared power to vote or to direct the vote 195,685 (iii) Sole power to dispose or to direct the disposition of 1,623,695 (iv) Shared power to dispose or to direct the disposition of 195,685 Page 4 of 7 pages The number of shares reported above includes (i) 1,799,241 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 and (ii) 5,739 shares of Class A Common Stock which are subject to issuance pursuant to options which are exercisable within 60 days of December 31, 2001. If shares of Class B Common Stock are transferred to any person other than a "Permitted Transferee" (as defined in the Issuer's Second Restated Articles of Incorporation), such shares are automatically converted on a 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, Mr. Pew III would be deemed to be the beneficial owner of 1.2% of the 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 [ ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Of the shares reported in Item 4 above, (i) 114,171 shares are held by various trusts for the benefit of members of Mr. Pew's family, of which trusts Mr. Pew is the sole trustee, (ii) 195,685 shares are held by trusts for the benefit of members of Mr. Pew's family, of which trusts Mr. Pew and Wachovia Bank, N.A., are co-trustees, and (iii) 834,400 shares are held by a foundation, of which shares Mr. Pew has sole voting and investment authority. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company N/A Item 8. Identification and Classification of Members of the Group N/A Item 9. Notice of Dissolution of Group N/A Page 5 of 7 pages Item 10. Certification N/A Page 6 of 7 pages 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. Dated: February 13, 2002 /s/ Sheila C. Dayton ----------------------------------------- Robert C. Pew III By: Sheila C. Dayton , Attorney-in-Fact ------------------- Page 7 of 7 pages EX-99 3 dex99.txt POWER OF ATTORNEY Exhibit 99 POWER OF ATTORNEY FOR THE EXECUTION OF SEC FORMS 3, 4, 5, --------------------------------------- SCHEDULE 13D, 13G AND ANY AMENDMENTS THERETO -------------------------------------------- The undersigned hereby constitutes and appoints each of Jon D. Botsford, in his capacity as Senior Vice President, Chief Legal Officer and Secretary of Steelcase Inc., Sheila C. Dayton, in her capacity as Vice President, General Counsel and Assistant Secretary and Mary K. Aune, in her capacity as Manager, Corporate Governance and Securities Reporting Compliance, signing singly, the undersigned's true and lawful attorney-in-fact to: 1) execute for and on behalf of the undersigned, Forms 3, 4, 5, Schedule 13D, 13G and any amendments thereto in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; 2) perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4, 5, Schedule 13D, 13G and any amendments thereto and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 3) upon consultation with the undersigned, or such advisors as designated by the undersigned, take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned. The undersigned hereby grants to each such attorney-in-fact full power and authority to perform any and every act deemed necessary or proper in the exercise of any of the rights and powers herein granted, and to the full extent and purpose as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact serve in such capacity at the request of the undersigned and are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5, Schedule 13D, 13G and any amendments thereto with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of March, 2001. /s/ Robert C. Pew III ----------------------------------- Robert C. Pew III -----END PRIVACY-ENHANCED MESSAGE-----