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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Steelcase Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
858155 20 3
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(CUSIP Number)
Sheila C. Dayton, Steelcase Inc., 901 - 44th Street S.E.,
Grand Rapids, MI 49508, (616) 246-9467
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
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December 4, 2002
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(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*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).
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)..................
Robert C. Pew II
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a).......................................................................|_|
(b).......................................................................|X|
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3. SEC Use Only.................................................................
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4. Source of Funds (See Instructions).........................................OO
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)..............................................................|_|
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6. Citizenship or Place of Organization.....................................U.S.
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7. Sole Voting Power.................................3,568,569
Number of
Shares Bene- --------------------------------------------------------------
ficially 8. Shared Voting Power..............................10,093,269
Owned by Each
Reporting --------------------------------------------------------------
Person With: 9. Sole Dispositive Power...............................11,684
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10.Shared Dispositive Power.........................13,650,154
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11. Aggregate Amount Beneficially Owned by Each Reporting Person......13,661,838
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)................................................|X|
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13. Percent of Class Represented by Amount in Row (11).....................25.7%
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14. Type of Reporting Person (See Instructions)...............................IN
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)..................
Mary I. Pew
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a).......................................................................|_|
(b).......................................................................|X|
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3. SEC Use Only.................................................................
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4. Source of Funds (See Instructions).........................................OO
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)..............................................................|_|
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6. Citizenship or Place of Organization.....................................U.S.
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7. Sole Voting Power.........................................0
Number of
Shares Bene- --------------------------------------------------------------
ficially 8. Shared Voting Power.......................................0
Owned by Each
Reporting --------------------------------------------------------------
Person With: 9. Sole Dispositive Power....................................0
--------------------------------------------------------------
10.Shared Dispositive Power..........................3,556,885
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11. Aggregate Amount Beneficially Owned by Each Reporting Person.......3,556,885
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)................................................|_|
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13. Percent of Class Represented by Amount in Row (11)......................8.3%
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14. Type of Reporting Person (See Instructions)...............................IN
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Item 1. Security and Issuer.
The title of the class of equity securities to which this statement relates
is Class A Common Stock ("Class A Common Stock"), of Steelcase Inc., a Michigan
corporation (the "Company"). The address of the Company's principal executive
offices is 901 - 44th Street S.E., Grand Rapids, Michigan 49508.
Item 2. Identity and Background.
This statement is being filed by Robert C. Pew II and Mary I. Pew. The
business address of Mr. and Mrs. Pew is 901 - 44th Street S.E., Grand Rapids,
Michigan 49508. Mr. and Mrs. Pew are retired. Neither Mr. nor Mrs. Pew has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). Neither Mr. nor Mrs. Pew has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is 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. Mr.
and Mrs. Pew are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration.
This statement is being filed to report the disposition of securities by
Mr. and Mrs. Pew on December 4, 2002 of 1,962,857 shares and 5,905,842 shares,
respectively, of Class B Common Stock of the Company. The shares were
transferred to the Robert C. Pew Intangibles Trust and the Mary I. Pew
Intangibles Trust, respectively, without payment of consideration.
Item 4. Purpose of Transaction.
The purpose of the transaction was estate planning. Mr. and Mrs. Pew do not
have any current plans or proposals for (i) the acquisition by any person of
additional securities in the Company or the disposition of securities of the
Company, (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries,
(iii) a sale or transfer of a material amount of assets of the Company or any of
its subsidiaries, (iv) any change in the present board of directors or
management of the Company, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the Board of Directors
of the Company, (v) any material change in the Company's present capitalization
or dividend policy, (vi) any other material change in the Company's business or
corporate structure, (vii) any changes in the Company's Articles of
Incorporation or Bylaws or other actions which may impede the acquisition of
control of the Company by any person, (viii) causing a class of securities of
the Company to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association, (ix) a class of the Company's equity securities
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended, or (x) any action similar to
those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Number of shares of Class A Common Stock beneficially owned by Mr. Pew:
13,661,838
Percentage of Class A Common Stock beneficially owned by Mr. Pew: 25.7%
Number of shares of Class A Common Stock beneficially owned by Mrs. Pew:
3,556,885
Percentage of Class A Common Stock beneficially owned by Mrs. Pew: 8.3%
(b) Number of shares of Class A Common Stock as to which Mr. Pew has the:
Sole power to vote or to direct the vote: 3,568,569
Shared power to vote or to direct the vote: 10,093,269
Sole power to dispose or to direct the disposition: 11,684
Shared power to dispose or to direct the disposition: 13,650,154
Number of shares of Class A Common Stock as to which Mrs. Pew has the:
Sole power to vote or to direct the vote: 0
Shared power to vote or to direct the vote: 0
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or to direct the disposition: 3,556,885
The number of shares reported above for Mr. Pew includes (i) 13,645,154
shares of Class B Common Stock of the Company which are immediately convertible
into an equal number of shares of Class A Common Stock at the option of the
holder and (ii) 16,684 shares of Class A Common Stock, 11,684 which are subject
to issuance pursuant to options which are exercisable within 60 days of December
4, 2002. The number of shares reported above for Mrs. Pew includes 3,556,885
shares of Class B Common Stock of the Company which are immediately convertible
into an equal number of shares of Class A Common Stock at the option of the
holder. If shares of Class B Common Stock are transferred to any person other
than a "Permitted Transferee" (as defined in the Company'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 Company have the same attributes as shares of Class A Common
Stock of the Company 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 Company were
converted into shares of Class A Common Stock, Mr. Pew would be deemed to be the
beneficial owner of 9.3% of the Class A Common Stock, and Mrs. Pew would be
deemed to be the beneficial owner of 2.4% of the Class A Common Stock.
The shares reported in this Item 5 for Mr. Pew exclude 300,000 shares held
by the Mary and Robert Pew Education Fund of which Mr. Pew serves as one of
seven trustees, of which shares Mr. Pew disclaims beneficial ownership.
(c) Other than the transaction described in Item 3 above and a market
purchase on October 8, 2002 of 5,000 shares at $8.20 per share by a trust for
the benefit of Kate Pew Wolters of which trust Kate Pew Wolters, Mr. Pew and
Fifth Third Bank are co-trustees, no transactions involving Class A Common Stock
were effected by Mr. or Mrs. Pew within the sixty days prior to the date of this
Schedule 13D.
(d) Of the shares reported in this Item 5 for Mr. Pew, (i) 3,556,885 shares
are held by a trust for the benefit of William W. Idema, which shares Mr. Pew
has the sole power to vote and of which William W. Idema and Mrs. Pew share the
power to dispose, (ii) 1,293,985 shares are held by a trust for the benefit of
Kate Pew Wolters of which trust Kate Pew Wolters, Mr. Pew and Fifth Third Bank
are co-trustees, (iii) 2,931,428 shares are held by trusts for the benefit of
Kate Pew Wolters, of which trusts Mr. Pew and Fifth Third Bank serve as
co-trustees, (iv) 2,931,428 shares are held by trusts for the benefit of Robert
C. Pew III, of which trusts Mr. Pew and Fifth Third Bank serve as co-trustees
and (v) 2,931,428 shares are held by trusts for the benefit of John Pew, of
which trusts Mr. Pew and Fifth Third Bank serve as co-trustees.
Of the shares reported in this Item 5 for Mrs. Pew, 3,556,885 shares are
held by a trust for the benefit of William W. Idema, which shares Mr. Pew has
the sole power to vote and of which William W. Idema and Mrs. Pew share the
power to dispose.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
As described in Item 5(d) above, some of the shares beneficially owned by
Mr. and Mrs. Pew are held by trusts.
Item 7. Material to be Filed as Exhibits.
1. Agreement of Joint Filing between Robert C. Pew II and Mary I. Pew filed
as an exhibit to the original filing of this Schedule 13D dated March 28, 2002,
which is incorporated herein by reference.
2. Power of Attorney of Mary I. Pew.
3. Power of Attorney of Robert C. Pew II.
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: December 12, 2002 /s/ Sheila C. Dayton
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Robert C. Pew II
By: Sheila C. Dayton
Attorney-in-Fact
Dated: December 12, 2002 /s/ Sheila C. Dayton
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Mary I. Pew
By: Sheila C. Dayton
Attorney-in-Fact
Exhibit 2
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 Nancy W. Hickey, in
her capacity as Senior Vice President, Global Strategic Resources and Chief
Administrative Officer of Steelcase Inc., 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 26 day of August, 2002.
/s/ Mary I. Pew
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Mary I. Pew
Exhibit 3
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 Nancy W. Hickey, in
her capacity as Senior Vice President, Global Strategic Resources and Chief
Administrative Officer of Steelcase Inc., 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 26 day of August, 2002.
/s/ Robert C. Pew II
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Robert C. Pew II