Steelcase/CRASTECOM B SC 13D/A#3

-----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, PwoK4bXXvmPYgcVw54fPyfiFHvr74QHa+oNzEhAHRI/+LBE73V2IcUEUnZHeCLPk mghgb/TAa9ZsXKGtO7CImg== 0000905729-08-000085.txt : 20080214 0000905729-08-000085.hdr.sgml : 20080214 20080214172227 ACCESSION NUMBER: 0000905729-08-000085 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRASTECOM B L P CENTRAL INDEX KEY: 0001172161 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O JEFFREY A OTT STREET 2: 900 FIFTH THIRD CENTER CITY: GRAND RAPIDS STATE: MI ZIP: 49503 MAIL ADDRESS: STREET 1: C/O JEFFREY A OTT STREET 2: 111 LYON STREET NW CITY: GRAND RAPIDS STATE: MI ZIP: 49503 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55759 FILM NUMBER: 08619178 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 SC 13D/A 1 crastecom13da3_021408.htm STEELCASE/CRASTECOM B SC 13D/A#3 Steelcase/CRASTECOM B SC 13D/A#3 - 02/14/08

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A
(Rule 13d-101)

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

(Amendment No. 3)

STEELCASE INC.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

858155203

(CUSIP Number)

Warner Norcross & Judd LLP
900 Fifth Third Center
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487
Attention: Jeffrey A. Ott
Telephone (616) 752-2000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

January 17, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

(Continued on the following pages)

(Page 1 of 6 Pages)

_______________________
* 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 disclosures provided in a prior cover page.

The information required on 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.

CUSIP NO. 858155203

SCHEDULE 13D/A

Page 2 of 6

1

NAMES OF REPORTING PERSONS

CRASTECOM B Limited Partnership

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

5,690,909

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

5,690,909

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,690,909

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.4%

14

TYPE OF REPORTING PERSON

PN

CUSIP NO. 858155203

SCHEDULE 13D/A

Page 3 of 6

This Amendment No. 3 amends the reporting person's Amendment No. 2 filed February 14, 2006, which amended its Amendment No. 1 on Schedule 13D filed November 25, 2003, which amended its initial statement on Schedule 13D filed April 25, 2002, relating to the Issuer's securities.

Item 2.

Identity and Background

CRASTECOM B Limited Partnership ("CRASTECOM") is a Delaware limited partnership. The address of CRASTECOM's principal business and principal office is 2640 Puuholo Road, 112, Koloa, Kauai, HI 95756-9623. CRASTECOM was formed for asset administration and management. During the last 5 years, neither CRASTECOM nor CRASTECOM's managing partner or general partners have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last 5 years, neither CRASTECOM nor its managing partner or general partners have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in CRASTECOM, its managing partner or any of its general partners being subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Thomas Crawford, Jr. is the managing partner and a general partner of the reporting person. Mr. Crawford is retired and has an address of c/o Jeffrey A. Ott, Warner Norcross & Judd LLP, 111 Lyon Street, NW, Grand Rapids, MI 49503. Mr. Crawford is a U.S. citizen. Thomas Crawford, Jr., as trustee of the William P. Crawford Trust #2 is a general partner of the reporting person. This trust is organized under Michigan law and has an address of c/o Jeffrey A. Ott, Warner Norcross & Judd LLP, 111 Lyon Street, NW, Grand Rapids, MI 49503. Fifth Third Bank, as trustee of the Power of Appointment Trust created by Thomas Crawford pursuant to exercise of a special power of appointment under Paragraph IV.C(1) of the Anne Idema Crawford GST Nonexempt Marital Trust dated December 28, 1970, as amended, is a general partner of the reporting person. This trust is organized under Florida law and has an address of c/o Charles L. White, 999 Vanderbilt Road, MD B9993G, Naples, FL 34108 .

Item 5.

Interest in Securities of the Issuer

(a) The reporting person and its managing partner may be deemed to beneficially own 5,690,909 shares of the Issuer's stock, which would constitute 6.4% of the outstanding shares of Class A Common Stock. The managing partner may also be deemed to own 665,458 shares of the Issuer's stock which, combined with the shares held by the reporting person, would constitute 7.2% of the outstanding shares of Class A Common Stock. The remaining general partners of the reporting person do not beneficially own shares of the Issuer's stock.

The number of shares reported in this Item 5(a) includes 5,690,909 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 person other than a "Permitted Transferee" (as defined in the Issuer's Second Restated Articles of Incorporation), such shares are automatically converted on a

CUSIP NO. 858155203

SCHEDULE 13D/A

Page 4 of 6

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 4.0% of the outstanding Class A Common Stock, and the managing partner may be deemed to beneficially own approximately 4.5% of the outstanding Class A Common Stock.

(b) The reporting person and its managing partner are deemed to hold the sole power to vote and dispose of 5,690,909 shares of the Issuer's stock. The reporting person's managing partner also holds shared power to vote and dispose of 665,458 shares of the Issuer's stock.

(c) During the past 60 days, the reporting person has had no transactions involving shares of the Issuer's stock. During the past 60 days, the reporting person's managing partner has made the following market sales of shares of the Issuer's stock:

	Trade Date	Shares Sold	Share Price

12/17/2007		500	$15.07
12/17/2007		1,000	$14.99
12/17/2007		1,000	$15.12
12/17/2007		1,000	$14.97
12/18/2007		1,000	$15.02
12/18/2007		500	$15.12
12/18/2007		1,000	$15.11
12/18/2007		2,000	$15.17
12/19/2007		1,000	$15.19
12/19/2007		2,000	$15.22
12/20/2007		1,000	$16.47
12/20/2007		5,000	$16.48
12/20/2007		5,000	$16.53
12/20/2007		5,000	$16.58
12/20/2007		5,000	$16.68
12/20/2007		10,000	$16.73
12/20/2007		5,000	$16.92
12/20/2007		5,000	$16.98
1/3/2008		1,000	$16.37
1/3/2008		1,000	$16.67
1/3/2008		500	$16.62
1/3/2008		506	$16.62
1/3/2008		1,000	$16.67

CUSIP NO. 858155203

SCHEDULE 13D/A

Page 5 of 6

Trade Date

Shares
Sold

Share Price

1/4/2008

1,000

$15.58

1/4/2008

1,000

$15.53

1/7/2008

1,000

$15.26

1/7/2008

1,000

$15.23

1/7/2008

500

$15.26

1/9/2008

1,500

$14.00

1/10/2008

2,500

$14.47

1/10/2008

1,000

$14.44

12/21/2007

1,000

$17.03

12/21/2007

1,473

$17.05

12/21/2007

1,000

$17.07

12/21/2007

1,000

$17.13

12/21/2007

1,000

$17.17

12/24/2007

2,500

$17.88

1/3/2008

500

$16.62

1/3/2008

1,000

$16.67

1/4/2008

1,000

$15.49

1/4/2008

1,000

$15.49

1/7/2008

1,000

$15.20

1/7/2008

2,500

$15.22

1/7/2008

1,000

$15.25

1/7/2008

2,500

$15.27

1/7/2008

500

$15.34

1/7/2008

1,500

$15.27

1/7/2008

2,000

$15.35

1/8/2008

1,000

$15.38

1/9/2008

662

$14.01

1/9/2008

838

$14.01

1/9/2008

1,000

$14.24

1/10/2008

2,500

$14.47

1/10/2008

5,000

$14.53

1/11/2008

1,000

$14.61

1/11/2008

1,000

$14.60

1/11/2008

1,000

$14.60

(d) Not applicable.

(e) Not applicable.

Item 7.

Material to be Filed as Exhibits

99.1 Limited Durable Power of Attorney of Thomas Crawford, Jr.

CUSIP NO. 858155203

SCHEDULE 13D/A

Page 6 of 6

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/ Thomas Crawford, Jr.
	CRASTECOM B Limited Partnership Thomas Crawford, Jr., Managing Partner, by Jeffrey A. Ott, Attorney-In-Fact

EX-99.1 2 crawfordpoa.htm STEELCASE/CRASTECOM B EXHIBIT 99.1 TO SC 13D/A#3 Thomas Crawford, Jr. POA

EXHIBIT 99.1

LIMITED DURABLE POWER OF ATTORNEY

The undersigned does hereby constitute and appoint JEROME M. SMITH, JAMES J. STEFFEL and JEFFREY A. OTT, or any one or more of them, his true and lawful attorneys and agents to do any and all acts and things and 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 Exchange Act of 1934, as amended (the "Act"), and any requirements of the Securities and Exchange Commission in respect thereof, 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. (the "Company") that the undersigned (in his individual capacity or in a fiduciary or other capacity) may be required to file pursuant to Sections 13 or 16 of the Act including, without 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, Forms 3, 4 or 5, Schedules 13D or 13G, or to 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, hereby ratifying and confirming all that such attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.

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 be in addition to all prior authorizations to act for the undersigned with respect to securities of the Company in these matters and shall survive the termination of the undersigned's status as a greater than five percent beneficial owner of securities of the Company and remain in effect until revoked in writing by the undersigned.

This Limited Durable Power of Attorney is governed by Michigan law. This power shall not be affected should the undersigned develop any mental incapacity or mental disability. Any reproduced copy of this signed original shall be deemed to be an original counterpart of this document.

Date: December 28, 2007	/s/ Thomas Crawford, Jr.
	(Signature)

	Thomas Crawford, Jr.
	(Print Name/Title)

-----END PRIVACY-ENHANCED MESSAGE-----


1	NAMES OF REPORTING PERSONS CRASTECOM B Limited Partnership

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) o
		(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS

	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o


6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER

		5,690,909
	8	SHARED VOTING POWER

		0
	9	SOLE DISPOSITIVE POWER

		5,690,909
	10	SHARED DISPOSITIVE POWER

		0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,690,909
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	6.4%
14	TYPE OF REPORTING PERSON

	PN