STEELCASE INC
SC 13G, 1999-02-16
OFFICE FURNITURE (NO WOOD)
Previous: STEELCASE INC, SC 13G, 1999-02-16
Next: STEELCASE INC, SC 13G, 1999-02-16



<PAGE>


                    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(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934

                          (AMENDMENT NO.   )<F1>

                              STEELCASE INC.
- ---------------------------------------------------------------------------
                             (Name of Issuer)

                           CLASS A COMMON STOCK
- ---------------------------------------------------------------------------
                      (Title of Class of Securities)

                                858155-20-3
- ---------------------------------------------------------------------------
                              (CUSIP Number)

                             DECEMBER 31, 1998
- ---------------------------------------------------------------------------
          (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)



<F1>  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.



<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 4 pages







































<PAGE>
CUSIP No. 858155-20-3               13G                   Page 2 of 4 Pages

- ---------------------------------------------------------------------------

(1)  Names of Reporting Persons
     I.R.S. Identification No. of Above Persons (Entities Only)

     CHARLES C. LUNDSTROM
- ---------------------------------------------------------------------------

(2)  Check the Appropriate Box if a Member of a Group<F*>
                                                            (a)  [ ]
                                                            (b)  [ ]
- ---------------------------------------------------------------------------

(3)  SEC Use Only

- ---------------------------------------------------------------------------

(4)  Citizenship or Place of Organization

     USA
- ---------------------------------------------------------------------------

     Number of           (5)    Sole Voting Power
     Shares                     0
     Beneficially        ---------------------------------------------------
     Owned by            (6)    Shared Voting Power
     Each                       20,050,323
     Reporting           ---------------------------------------------------
     Person              (7)    Sole Dispositive Power
     With                       0
                         ---------------------------------------------------
                         (8)    Shared Dispositive Power
                                20,050,323
- ---------------------------------------------------------------------------

(9)  Aggregate Amount Beneficially Owned by Each Reporting Person

     20,050,323
- ---------------------------------------------------------------------------

(10) Check Box if the Aggregate Amount in Row (9) Excludes
     Certain Shares<F*>                                               [ ]
- ---------------------------------------------------------------------------

(11) Percent of Class Represented by Amount in Row 9

                                  87.15%
- ---------------------------------------------------------------------------

<PAGE>
(12) Type of Reporting Person<F*>

     IN
- ---------------------------------------------------------------------------














































<PAGE>
Securities and Exchange Commission
Schedule 13G
Page 3 of 4 pages

ITEM 1(A). NAME OF ISSUER:

           Steelcase Inc.

ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

           901 44th Street
           Grand Rapids, Michigan  49508

ITEM 2(A). NAME OF PERSON FILING:

           Charles C. Lundstrom

ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

           45 Concho Circle
           Sedona, AZ 86351

ITEM 2(C). CITIZENSHIP:

           USA

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;

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

<PAGE>
           (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).

           If this statement is filed pursuant to Rule 13d-1(c), check
           this box:   [ ]

































<PAGE>
Securities and  Exchange Commission
Schedule 13G
Page 4 of 4 pages

ITEM 4.    OWNERSHIP.

           (a)  Amount Beneficially Owned:                   20,050,323 shares

           (b)  Percent of Class:                                       87.15%

           (c)  Number of shares as to which such person has:

                (i)   Sole power to vote or to direct the
                      vote                                            0 shares

                (ii)  Shared power to vote or to direct
                      the vote                               20,050,323 shares

                (iii) Sole power to dispose or to
                      direct the disposition of                       0 shares

                (iv)  Shared power to dispose or to
                      direct the disposition of              20,050,323 shares


The number of shares reported above includes 20,050,323 shares of Class B
Common Stock of Steelcase Inc. that 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 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, the reporting person would
be considered to be the beneficial owner of 11.54% of the Class A Common
Stock.



ITEM 5.    OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

           Not Applicable

<PAGE>
ITEM 6.    OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
           PERSON.

           Not Applicable

ITEM 7.    IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
           ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
           HOLDING COMPANY.

           Not Applicable

ITEM 8.    IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

           Not Applicable

ITEM 9.    NOTICE OF DISSOLUTION OF GROUP.

           Not Applicable

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 16, 1999


                                   /S/ CHARLES C. LUNDSTROM
                                             (Signature)

                                   CHARLES C. LUNDSTROM
                                             (Name/Title)

                                   By: Jeffrey Ott, Attorney-in-fact


<PAGE>
                                             EXHIBIT 99.1

                         LIMITED POWER OF ATTORNEY

          The undersigned does hereby constitute and appoint JEFFREY A.
OTT, W. MICHAEL VAN HAREN, JEFFREY B. POWER, and SUSAN G. MEYERS, or any
one or more of them, his or her 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 or her 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 or her 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 or her
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 director and/or officer of the Company and remain
in effect until revoked in writing by the undersigned.







<PAGE>
Date: February 10, 1999             /S/ CHARLES C. LUNDSTROM
                                           (Signature)


                                    CHARLES C. LUNDSTROM, TRUSTEE OF THE
                                    PETER MARTIN WEGE TRUST
                                           (Print Name/Title)



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission