UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
December 31, 2001
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(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
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1. Names of reporting persons
IRS Identification Nos. of the 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) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization United States of America
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5. Sole voting power 3,562,624
Number of -----------------------------------------------------
Shares 6. Shared voting power 10,088,269
Beneficially
Owned By -----------------------------------------------------
Each 7. Sole dispositive power 5,739
Reporting
Person -----------------------------------------------------
With: 8. Shared dispositive power 13,645,154
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
13,650,893
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [X]
11. Percent of Class Represented by Amount in Row (9) 28.7%
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12. Type of Reporting Person (See Instructions) IN
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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 II
(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.
858155 20 3
Item 3. If this statement is filed pursuant to ss.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:
13,650,893
(b) Percent of class:
28.7%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
3,562,624
(ii) Shared power to vote or to direct the vote
10,088,269
(iii) Sole power to dispose or to direct the disposition of
5,739
(iv) Shared power to dispose or to direct the disposition of
13,645,154
Page 4 of 7 pages
The number of shares reported above includes (i) 13,645,154 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 would be deemed to be the
beneficial owner of 9.3% of the Class A Common Stock.
The shares reported in this Item 4 exclude 400,000 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.
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, (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 Mr. Pew's wife 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.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
N/A
Page 5 of 7 pages
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
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 8, 2002
/s/ Robert C. Pew II
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Robert C. Pew II
Page 7 of 7 pages