<PAGE>
As filed with the Securities and Exchange Commission on August 6, 1999
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
STEELCASE INC.
(Exact name of Company as specified in its charter)
Michigan 38-0819050
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
901 44th Street
Grand Rapids, Michigan 49508
(Address, including zip code, of principal executive offices)
Steelcase Inc. Deferred Compensation Plan
(Full title of the plan)
Jon D. Botsford, Esq.
General Counsel and Secretary
Steelcase Inc.
901 44th Street
Grand Rapids, Michigan 49508
(616) 246-9600
(Name, address and telephone number, including area code, of agent for service)
-------------------------
Copies of all communications to:
Jon D. Botsford, Esq.
General Counsel and Secretary
Steelcase Inc.
901 44th Street
Grand Rapids, Michigan 49508
(616) 246-9600
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
Proposed
Proposed Maximum
Title of Securities Amount to be Maximum Offering Aggregate Offering Amount of
to be Registered(1) Registered(2) Price Per Share(2) Price Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred Compensation $7,500,000 100% $7,500,000 $2,085.00
Obligations
===========================================================================================================================
</TABLE>
(1) The Deferred Compensation Obligations are unsecured obligations of
Steelcase Inc. to pay deferred compensation in the future in
accordance with the terms of the Steelcase Inc. Deferred Compensation
Plan.
(2) Estimated solely for the purpose of determining the registration fee.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are incorporated by reference in this
registration statement:
1. Annual Report of Steelcase Inc. (the "Company") on Form 10-K for the
fiscal year ended February 26, 1999, as filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
2. Quarterly Report of the Company on Form 10-Q for the first quarter
ended May 28, 1999, as filed with the Commission pursuant to the
Exchange Act.
3. Current Report of the Company on Form 8-K/A, as filed with the
Commission pursuant to the Exchange Act on June 16, 1999.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Under the Steelcase Inc. Deferred Compensation Plan (the "Plan"), the
Company will provide eligible employees of the Company and its subsidiaries and
affiliates with the opportunity to elect to defer a specified portion of their
base compensation and bonus. The obligations of the Company under the Plan (the
"Obligations") will be unsecured general obligations of the Company to pay the
compensation deferred in accordance with the terms of the Plan, and will rank
equally with other unsecured and unsubordinated indebtedness of the Company from
time to time outstanding.
The amount of compensation to be deferred by each participant (the
"Deferral Account") will be determined in accordance with the Plan based on
elections by the participant. Each Deferral Account generally will be payable on
one or more dates selected by the participant in accordance with the terms of
the Plan. The Deferral Account will be indexed to one or more investment options
(which, among others, include one or more mutual funds) chosen by each
participant from a list of such investment options. Each Deferral Account will
be adjusted to reflect the investment experience of the selected investment
option or options, including any appreciation or depreciation. No Deferral
Account, however, will constitute an interest in any such investment option.
The participant's rights to any payments under this Plan, shall at all
times be nonforfeitable, except that in the event the participant's employment
is terminated for gross misconduct (as defined in the Plan) or the participant
competes with the Company (as defined in the Plan) following termination of
employment, the participant shall forfeit any earnings credited to his or her
Deferral Account and such participant shall be entitled only to the amount of
base compensation and bonus he or she has deferred under the Plan.
2
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Benefits, payments, proceeds, claims, rights or interest of the
participant or his or her beneficiary to or under this Plan shall not be subject
in any manner to any claims, attachments or encumbrances due to the death,
contracts, liabilities, engagements or torts of the participant or his or her
beneficiary, directly or indirectly, or be subject to any claim of any creditor
of the participant or his or her beneficiary, through legal process or
otherwise; nor shall the participant or his or her beneficiary be able or
permitted in any manner to transfer, encumber, pledge, anticipate, alienate,
sell, or assign any such benefits, payments, proceeds, claims, rights or
interest, contingent or otherwise.
The Obligations are not subject to redemption, in whole or in part,
prior to the individual payment dates specified by the participant, at the
option of the Company, or through operation of a mandatory or optional sinking
fund or analogous provision. The Company reserves the right to amend or
terminate the Plan at any time, except that no such amendment or termination
shall adversely affect the right of a participant to the balance of his or her
Deferred Account as of the date of such amendment or termination.
The Obligations are not convertible into another security of the
Company. The Obligations will not have the benefit of a negative pledge or any
other affirmative or negative covenant on the part of the Company. No trustee
has been appointed having the authority to take action with respect to the
Obligations, and each participant will be responsible for acting independently
with respect to, among other things, the giving of notices, responding to any
request for consent, waivers, or amendments pertaining to the Obligations,
enforcing covenants, and taking action upon a default.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 561 of the Michigan Business Corporation Act provides that a
Michigan corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (whether civil, criminal, administrative or investigative),
other than an action by or in the right of the corporation, by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation or its shareholders, and with respect to any
criminal action or proceeding, if the person had no reasonable cause to believe
his or her conduct was unlawful. In addition, Section 562 of the Michigan
Business Corporation Act ("Section 562") provides that a Michigan corporation
may indemnify a person who was or is a party or is threatened to be made a party
to a threatened, pending or completed action or suit by or in the right of the
corporation by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action or
suit, if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation or its
shareholders. Section 562 does not permit indemnification for a claim, issue or
matter in which the person has been found liable to the corporation
3
<PAGE>
unless application for indemnification is made to, and approved by, the court
conducting the proceeding or another court of competent jurisdiction.
The Company's Second Restated Articles of Incorporation provides that,
to the fullest extent permitted by the Michigan Business Corporation Act, no
director of the Company shall be personally liable to the Company or its
shareholders for or with respect to any acts or omissions in the performance of
his or her duties as a director of the Company. The Company's Amended By-laws
generally provide that, to the fullest extent permitted by the Michigan Business
Corporation Act, the Company shall (i) indemnify any person who was, is or is
threatened to be made, a party to any threatened, pending or completed action,
suit or proceeding (whether civil, criminal, administrative or investigative) by
reason of the fact that such person is or was a director, officer, employee or
agent of another corporation (including a subsidiary corporation), limited
liability company, partnership, joint venture, trust, employee benefit plan or
other enterprise, or by reason of anything done by such person in such capacity
(a "Covered Matter") and (ii) pay or reimburse the reasonable expenses incurred
by such person in connection with any Covered Matter in advance of final
disposition of such Covered Matter. In addition, the Company's Amended By-laws
allow the Company's Board of Directors to authorize such other indemnification
to directors, officers, employees and agents by insurance, contract or otherwise
as is permitted by law.
The foregoing statements are subject to the detailed provisions of the
Michigan Business Corporation Act, the Company's Second Restated Articles of
Incorporation and the Company's Amended By-laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
4
<PAGE>
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
Exhibit No. Description
4.1 Steelcase Inc. Deferred Compensation Plan.
4.2* Second Restated Articles of Incorporation of the Company
(previously filed as Exhibit 3.1 of the Company's Registration
Statement on Form S-1 (File No. 333-41647), effective February
17, 1998).
4.3* Amended By-laws of the Company (previously filed as Exhibit
3.2 of the Company's Registration Statement on Form S-1 (File
No. 333-41647), effective February 17, 1998).
5 Opinion of Honigman Miller Schwartz and Cohn as to the
validity of the securities to be issued.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Barbier Frinault & Associes.
23.3 Consent of Honigman Miller Schwartz and Cohn (contained in the
opinion of counsel filed as Exhibit 5).
24 Power of Attorney (set forth on page 7).
- ------------------------------
*Incorporated by reference.
Item 9. Undertakings.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in this Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range
5
<PAGE>
may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if this Registration Statement is on
Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Grand Rapids, State of Michigan, on this 6th day
of August, 1999.
STEELCASE INC.
By: /s/ JAMES P. HACKETT
----------------------------------------
James P. Hackett
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Steelcase Inc., hereby
severally constitute and appoint James P. Hackett and Alwyn Rougier-Chapman, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below any and all amendments to this Registration Statement and generally to do
all such things in our names and on our behalf in our capacities as officers and
directors of Steelcase Inc. to enable Steelcase Inc. to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or either of them, to
this Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
indicated capacities on this 6th day of August, 1999.
Signature Title
/s/ DAVID BING Director
- -----------------------------------
David Bing
/s/ WILLIAM P. CRAWFORD President and Chief Executive Officer --
- ----------------------------------- Steelcase Design Partnership
William P. Crawford and Director
/s/ JAMES P. HACKETT President, Chief Executive Officer and
- ----------------------------------- Director (Principal Executive Officer)
James P. Hackett
7
<PAGE>
/s/ EARL D. HOLTON Chairman of the Board of Directors and
- ----------------------------------- Director
Earl D. Holton
/s/ DAVID D. HUNTING, JR. Director
- -----------------------------------
David D. Hunting, Jr.
/s/ FRANK H. MERLOTTI Director
- -----------------------------------
Frank H. Merlotti
/s/ ALWYN ROUGIER-CHAPMAN Senior Vice President - Finance,
- ----------------------------------- Chief Financial Officer and Treasurer
Alwyn Rougier-Chapman (Principal Financial Officer and
Principal Accounting Officer)
/s/ ROBERT C. PEW II Director
- -----------------------------------
Robert C. Pew II
/s/ ROBERT C. PEW III Director
- -----------------------------------
Robert C. Pew III
/s/ PETER M. WEGE Vice Chairman of the Board of Directors
- ----------------------------------- and Director
Peter M. Wege
/s/ PETER M. WEGE II Director
- -----------------------------------
Peter M. Wege II
/s/ P. CRAIG WELCH, JR. Director
- -----------------------------------
P. Craig Welch, Jr.
8
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
4.1 Steelcase Inc. Deferred Compensation Plan.
4.2* Second Restated Articles of Incorporation of the Company
(previously filed as Exhibit 3.1 of the Company's Registration
Statement on form S-1 (File No. 333-41647, effective February
17, 1998).
4.3* Amended By-laws of the Company (previously filed as Exhibit 3.2
of the Company's Registration Statement on form S-1 (File No.
333-41647, effective February 17, 1998).
5 Opinion of Honigman Miller Schwartz and Cohn as to the validity
of the securities to be issued.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Barbier Frinault & Associes.
23.3 Consent of Honigman Miller Schwartz and Cohn (contained in the
opinion of counsel filed as Exhibit 5).
24 Power of Attorney (set forth on page 7).
- ------------------------------
*Incorporated by reference.
9
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EXHIBIT 4.1
STEELCASE INC.
DEFERRED COMPENSATION PLAN
Effective September 1, 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
PREAMBLE ..........................................................................1
ARTICLE I
DEFINITIONS........................................................................1
1.1 Administrative Committee.........................................1
1.2 Beneficiary......................................................1
1.3 Base Salary......................................................1
1.4 Bonus............................................................2
1.5 Code.............................................................2
1.6 Competition......................................................2
1.7 Deferral Account.................................................2
1.8 Deferral Date....................................................2
1.9 Deferral Period..................................................2
1.10 Deferral Year....................................................2
1.11 Disabled.........................................................2
1.12 Election Period..................................................3
1.13 Employee.........................................................3
1.14 ERISA............................................................3
1.15 Gross Misconduct.................................................3
1.16 Participant......................................................3
1.17 Payment Date.....................................................3
1.18 Plan Year........................................................3
ARTICLE II
ELIGIBILITY........................................................................4
ARTICLE III
DEFERRAL OF BASE SALARY OR BONUS...................................................4
3.1 Deferral Elections...............................................4
3.2 Changes and Revocations in Elections.............................4
3.3 Special Rules for First Plan Year................................5
ARTICLE IV
DEFERRAL ACCOUNT...................................................................5
4.1 Deferral Accounts...............................................5
4.2 Debits/Credits to Deferral Accounts.............................5
4.3 Investment Media................................................5
</TABLE>
<PAGE>
ARTICLE V
PAYMENTS .................................................................6
5.1 Timing.................................................6
5.2 Form for Payment.......................................6
5.3 Payment Medium.........................................7
5.4 Accelerated Benefit Payment............................7
ARTICLE VI
MISCELLANEOUS.............................................................8
6.1 No Trust...............................................8
6.2 Funding Arrangements...................................8
6.3 Nonforfeitability......................................8
6.4 Spendthrift Provision..................................9
6.5 Successors, Etc........................................9
6.6 Severability...........................................9
6.7 Governing Law..........................................9
6.8 No Employment Rights...................................9
6.9 Gender and Number Construction.........................9
6.10 Amendment and Termination of Plan......................9
6.11 Interpretation and Implementation......................9
6.12 Deferred Compensation Committee.......................10
6.13 Claims and Appeals....................................10
6.14 Other Benefits........................................10
ii
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PREAMBLE
Steelcase Inc. (the "Company") is establishing the Steelcase Inc.
Deferred Compensation Plan (the "Plan"), effective September 1, 1999, to provide
a select group of its management and highly compensated employees an opportunity
to defer a portion of their income.
ARTICLE I
DEFINITIONS
The following words and phrases, wherever capitalized, shall have the
following meanings, unless the context requires otherwise:
1.1 "Administrative Committee" means the Chief Executive Officer, the
Chief Financial Officer, the Vice President Human Resources and the Director of
Compensation and/or any other individuals designated by the Compensation
Committee of the Company's Board of Directors to administer this Plan and any
other plan designated by the Compensation Committee.
1.2 "Beneficiary" means the individual, trust, or other entity
designated by the Participant to receive any amounts payable with respect to the
Participant under the Plan after the Participant's death. A Participant may
designate or change a Beneficiary by filing a signed designation with the
Committee on a form approved by the Committee. A Participant's Will is not
effective for this purpose. If the Participant has not designated a Beneficiary
or none so designated survive, the Beneficiary will be the Participant's
surviving spouse, if any; otherwise the Participant's children, including those
by adoption, dividing the distribution equally among the Participant's children,
with the living issue of any deceased child taking their parent's share by right
of representation; if none, the Participant's parents, in equal shares; if none,
the Participant's living brothers and sisters in equal shares; if none the
Participant's estate, if under active administration, and if not, the
Participant's heirs under the laws of Intestacy of the State of Michigan.
Notwithstanding the above, if the Participant designates his or her spouse as a
Beneficiary, and the Participant later divorces that spouse, the Participant's
designation of his or her spouse as Beneficiary shall be null and void, and the
portion of the Participant's benefits that would, but for this provision, be
payable to the Participant's spouse will be payable instead as designated in the
Participant's designation of Beneficiary as if the spouse had predeceased the
Participant.
1.3 "Base Salary" means a Participant's regular salary (unreduced by
any deferrals made on a pre-tax basis to any plan under Code Sections 401(k) or
125), exclusive of any Bonus, deferred compensation payments, fringe benefits,
and other special items, such as stock options.
1
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1.4 "Bonus" means, with respect to any Plan Year, the annual bonus paid
to the Participant for the Company's related fiscal year under the Company's
Management Incentive Plan, excluding the long-term incentive portion of such
bonus, and any additional amount which is designated by the Administrative
Committee as a bonus available for deferral for that Plan Year for purposes of
this Plan.
1.5 "Code" means the Internal Revenue Code of 1986, as amended.
1.6 "Competition" means directly or indirectly engaging in competition
with the Company or any subdivision, subsidiary, or affiliate of the Company or
becoming employed by or performing services for any person or entity engaged in
competition with the Company or any subdivision, subsidiary, or affiliate of the
Company without prior approval of the Administrative Committee. A Participant
engages in competitive activity if the Participant is engaged in self-employment
or employment other than with the Company, its affiliates, or distributors, in
the manufacture, design or distribution of office furniture or office systems,
or by providing services to entities which are engaged in such manufacture,
design or distribution. By way of example, such entities include, but are not
limited to: Haworth, Inc.; Herman Miller, Inc.; Hon Industries, Inc.; Knoll,
Inc.; Teknion, Inc.; U.S. Office Products Company; and their affiliates and
dealers. The ownership of a one-percent or greater interest in any entity
engaged in competitive activities will be deemed the equivalent of actual
employment or self-employment.
1.7 "Deferral Account" means the bookkeeping account established by the
Administrative Committee with respect to the Participant pursuant to Article IV
(Deferral Account) for the purpose of recording the amount of the Participant's
Base Salary and Bonus being deferred pursuant to this Plan and the amount of any
earnings, profits, gains or losses credited/debited thereto pursuant to Article
IV (Deferral Account).
1.8 "Deferral Date" means the date on which the deferred portion of the
Base Salary and/or Bonus would have been paid to the Participant had the
Participant not made an election to defer under Section 3.1 (Deferral Election).
1.9 "Deferral Period" means the interval between the Deferral Date and
the first Payment Date.
1.10 "Deferral Year" means a Plan Year during which Base Salary or
Bonus is earned by a Participant and is deferred pursuant to Article III
(Deferral of Base Salary or Bonus).
1.11 "Disabled" or "Disability" means a physical or mental condition of
the Participant which either qualifies him or her for long-term disability
benefits under the Company's long term disability plan, or if he or she is not
covered by that plan, would qualify him or her for such benefits if he or she
were covered (as determined by the Administrative Committee).
2
<PAGE>
1.12 "Election Period" means the once-per-year period designated by the
Administrative Committee before each Deferral Year during which elections under
Articles III (Deferral of Base Salary or Bonus) and V (Payments) must be made.
1.13 "Employee" means a person who is employed by the Company, or any
of its subsidiaries or affiliates.
1.14 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.
1.15 "Gross Misconduct" means any conduct determined to be "gross
misconduct" by the Administrative Committee.
1.16 "Participant" means an Employee who:
(a) participates in the Company's Management Incentive Plan and
has a minimum Base Salary in an amount determined by the
Administrative Committee; or
(b) is designated by the Administrative Committee as eligible to
participate in the Plan for a particular period;
and
(c) consents in writing to the Company's purchase and ownership
of insurance on his or her life.
A list of the Participants for each Deferral Year shall be maintained by the
Administrative Committee and is hereby incorporated by reference.
1.17 "Payment Date" means the date payments of a Deferral Account
commence pursuant to Section 5.1 (Timing) and each annual anniversary of that
date.
1.18 "Plan Year" means the Company's fiscal year, which is currently
the approximately 12-month period ending on the last Friday of February each
year, except that the first Plan Year shall be a short Plan Year beginning
September 1, 1999, and ending on February 25, 2000.
3
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ARTICLE II
ELIGIBILITY
Prior to the Election Period before each Deferral Year, the
Administrative Committee shall identify the Participants who shall be eligible
to make an election to defer their Base Salary and/or Bonus for the following
five Deferral Years.
ARTICLE III
DEFERRAL OF BASE SALARY OR BONUS
3.1 Deferral Elections. During the Election Period, for the first
Deferral Year in which a Participant is eligible to participate in the Plan, the
Participant may elect a specified dollar amount of his or her Base Salary and/or
a specified percentage (in whole percentages only) of his or her Bonus to be
earned in the following five Deferral Years which shall not be paid in cash, but
shall instead be deferred and distributed to the Participant (or in the event of
the Participant's death, to his or her Beneficiary) in accordance with the
provisions of Article V (Payments). During the Election Period occuring at the
end of that five-Deferral Year period, and during the Election Period at the end
of each five-Deferral Year period thereafter, the Participant may make a similar
elction for the five Deferral Years following the applicable Election Period.
The minimum annual deferral amount is $2,500. The maximum annual deferral amount
is 25% of the Participant's Base Salary and 50% of the Participant's Bonus. The
Administrative Committee may further limit or increase, at any time prior to the
expiration of an Election Period, the maximum amount of Base Salary or Bonus
that can be deferred by any Participant annually in the following Deferral
Years. Any election to defer shall not be effective unless the Participant also
completes any forms as may be required by the Administrative Committee,
including, but not limited to, the selection of investment media in which his or
her Deferral Account shall be deemed invested pursuant to Section 4.3
(Investment Media) and any life insurance forms.
3.2 Changes and Revocations in Elections. Elections generally may not
be changed during the five Deferral Years for which they are in effect, except
that an election to increase the amount deferred may be made during an Election
Period with respect to the Deferral Years remaining in the five-Deferral Year
Period, subject to the Plan maximums and any additional limits as may be
imposed by the Administrative Committee. Upon approval of the Administrative
Committee, a Participant may at any time, with respect to Base Salary or Bonus
amounts not year earned, either decrease the amount to be deferred from Base
Salary and/or Bonus or revoke his or her election entirely. If an election to
defer Bonus amounts is changed or revoked during the course of the Plan Year,
the amount of Bonus deferred for the Plan Year shall be pro-rated to reflect the
proportion of the Plan Year during which the election(s) to defer was (were) in
effect.
3.3 Special Rules for First Plan Year. An election made by Participants
during the first Election Period to defer Base Salary shall apply to Base Salary
earned on and after September 20, 1999. If an election is made by a Participant
during the first Election Period to defer Bonus, the amount to be deferred for
the first Deferral Year shall be determined by multiplying the amount of the
Participant's Bonus earned for the Company's fiscal year ending in February 2000
by a fraction, the numerator of which is the number of days between September
20, 1999, and February 25, 2000 (the last day of the Company's fiscal year), and
the denominator of which is 365.
4
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ARTICLE IV
DEFERRAL ACCOUNT
4.1 Deferral Accounts. The Administrative Committee shall establish a
Deferral Account for each Participant. The portion of each Participant's Base
Salary and Bonus deferred pursuant to Article III (Deferral of Base Salary or
Bonus) shall be credited to his or her Deferral Account as of the applicable
Deferral Date. The Administrative Committee may establish subaccounts within
each Deferral Account for each Deferral Year, as may be necessary to properly
record each Participant's deferral. The Administrative Committee shall maintain
records for each Deferral Account and any subaccounts until the balance of the
Deferral Account has been paid in full pursuant to Article V (Payments). The
Administrative Committee may engage the services of any third parties it deems
appropriate to provide assistance with record keeping.
4.2 Debits/Credits to Deferral Accounts. As of the dates as may be
designated by the Administrative Committee subsequent to the establishment of
the Participant's Deferral Account, until the first day of the Plan Year
following the Participant's termination of employment, death, or Disability, the
Administrative Committee shall credit/debit the Deferral Account with earnings,
profits, gains or losses that would have been credited/debited if assets equal
to the balance of the Deferral Account had been invested in certain designated
mutual funds or other investment media. Thereafter, the Administrative Committee
shall credit the Deferral Account with a rate of interest to be determined by
the Administrative Committee until the entire Deferral Account is distributed.
In the event the Participant is terminated from employment on account of Gross
Misconduct or subsequent to his or her termination of employment engages in
Competition with the Company, the Participant's Deferral Account to be paid
pursuant to Section 5.1 (Timing) and Section 5.2 (Form of Payment) shall be
reduced by any debits or credits previously made to the Deferral Account under
this Section 4.2.
4.3 Investment Media. The Administrative Committee, in its sole
discretion, may periodically designate certain mutual funds or other investment
media (having varying risk/return characteristics) from which the Participant
may request that his or her Deferral Account should, for purposes of Section 4.2
(Debits/Credits to Deferral Accounts), be deemed invested. The Participant may
request that he or she be permitted to alter his or her selection among any such
funds, either for the Participant's existing Deferral Account balance and/or
future deferrals, in one percent increments (or in such other increments as the
Administrative Committee may specify), once in each Plan Year quarter (or at
other intervals selected by the Administrative Committee), to be effective as of
the first day of the next Plan Year quarter (or at other times specified by the
Administrative Committee). Subaccounts within each Deferral Account shall be
deemed invested pro rata within the funds selected by the Participant. The
Administrative Committee may elect either to invest deferred amounts as elected
by the Participant, invest the deferred amounts in any other manner or not
invest the deferred amounts. The actual investment of any Deferral Account shall
not affect the obligation of the Company to provide a benefit as if the Deferral
Account were actually invested as suggested by the Participant. The
Administrative Committee shall establish such procedures and forms as are
appropriate to implement the fund selection process of this Section 4.3.
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ARTICLE V
PAYMENTS
5.1 Timing. The Participant's Deferral Account shall be paid or begin
to be paid to the Participant, or to his or her Beneficiary in the event of his
or her death, as soon as administratively feasible following the end of the Plan
Year in which Participant terminates employment, becomes Disabled, or dies.
5.2 Form for Payment. The Participant shall elect in writing, as part
of his or her initial deferral election under Section 3.1 (Deferral Elections),
the period over which the balance of his or her Deferral Account shall be paid
by the Company to the Participant (or in the event of his or her death, to his
or her Beneficiary) from among the following:
(a) one lump sum,
(b) annual payments over a period of five years, or
(c) annual payments over a period of ten years;
provided, however, that the Administrative Committee may elect to distribute the
entire nonforfeitable balance of the Deferral Account, as described in Section
6.3 (Nonforfeitability), in a single lump sum payment to the Participant or his
or her Beneficiary if the balance of the Deferral Account is less than $50,000,
or in the event the Participant becomes Disabled, dies, is terminated from
employment on account of Gross Misconduct, or subsequent to his or her
termination of employment engages in Competition with the Company. The
Participant's election may be changed at any time, but shall not be effective
unless the Participant remains employed with the Company or its affiliates for
at least 12 months after the change of election is filed with the Administrative
Committee.
5.3 Payment Medium. The payments made by the Company with respect to
the Participant's Deferral Account pursuant to Sections 5.1 (Timing) and 5.2
(Form for Payment) above shall be made in cash (reduced by applicable tax
withholdings) and annual payments made in accordance with Section 5.2(b) shall
be in an amount equal to a percentage of his or her relevant subaccount balance
on the relevant Payment Date, determined by dividing the subaccount balance at
the applicable Payment Date by the total remaining years of the payout term.
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Example: Assume Participant elected a five-year payout. An amount equal
to the subaccount balance would be paid out as indicated
below.
Percentage of Sub-
Payment Date Account Balance Paid
First Payment Date 20%
Second Payment Date 25%
Third Payment Date 33 1/3%
Fourth Payment Date 50%
Fifth Payment Date 100%
5.4 Accelerated Benefit Payment. Notwithstanding anything to the
contrary herein, the Company shall pay the amount(s) payable under this Plan to
a Participant before such amount(s) would otherwise be paid (and in discharge of
all obligations with respect thereto) if, based on any of the following events,
the Administrative Committee determines, in good faith based on consultation
with counsel, that such Participant has or will recognize income for federal
income tax purposes with respect to such amount(s) before such amount(s) are
otherwise to be paid:
(a) a change in the Code or Title I of ERISA, or the Treasury
or Department of Labor Regulations thereunder, respectively, or a
binding or predominant judicial construction thereof,
(b) a published ruling or similar announcement issued by the
Internal Revenue Service or the Department of Labor,
(c) a decision by a court of competent jurisdiction involving
a Participant, a Beneficiary, the Company or any of the Company's
subsidiaries or affiliates, or
(d) a final determination of tax liability following a
contested tax or ERISA dispute or audit (or a closing agreement made
under Section 7121 of the Code) that involves a Participant, a
Beneficiary, the Company or any of the Company's subsidiaries or
affiliates.
ARTICLE VI
MISCELLANEOUS
6.1 No Trust. Nothing contained in this Plan and no action taken
pursuant to the provisions hereof shall create or deem to create a trust of any
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kind, or a fiduciary relationship between the Company and the Participant, his
or her Beneficiary or any other person. To the extent that any person acquires
the right to receive benefits from the Company under this Plan, such right shall
be no greater than the right of any other unsecured general creditor of the
Company, and such person shall have no claim on, or any beneficial interest in,
any assets of the Company. The Company may establish bookkeeping reserves or any
funding media, including grantor trusts, to cover its obligation to make the
payments contemplated under Article V (Payments), but amounts designated in such
bookkeeping reserves or contained in such funding media as are established shall
remain solely those of the Company and shall be subject to the claims of the
creditors of the Company until actually paid to the Participant or his or her
Beneficiary. The provisions of this Plan do not operate as a guarantee that
sufficient assets will exist for the Company to pay any Plan benefits.
6.2 Funding Arrangements. It is the Company's intention that the
amounts deferred under this Plan shall be unfunded for tax purposes and for
purposes of Title I of ERISA. All such amounts shall continue for all purposes
to be part of the general funds of the Company and the Plan shall constitute a
mere promise by the Company to make benefit payments in the future. The Company
may, but is not required to, deposit in an insurance contract(s) or a trust
amounts sufficient to pay benefits under the Plan. Any trust created by the
Company and any assets held by the trust to assist the Company in meeting its
obligations under the Plan will conform to the terms of the model trust as
described in Revenue Procedure 92-64. Any amounts deposited in an insurance
contract or trust will be subject to the Company's general creditors in the
event of the Company's insolvency or under such other circumstances as may be
specified by the insurance contract or trust agreement.
6.3 Nonforfeitability. The Participant's rights to any payments under
this Plan, shall at all times be nonforfeitable, except that in the event the
Participant's employment is terminated for Gross Misconduct, or subsequent to
his or her termination of employment the Participant engages in Competition with
the Company, the Participant shall forfeit any earnings credited to his or her
Deferral Account and the Participant shall be entitled only to the amount of
Bonus and Base Salary he or she has deferred under the Plan.
6.4 Spendthrift Provision. Benefits, payments, proceeds, claims, rights
or interest of the Participant or his or her Beneficiary to or under this Plan
shall not be subject in any manner to any claims, attachments or encumbrances
due to the death, contracts, liabilities, engagements or torts of the
Participant or his or her Beneficiary, directly or indirectly, or be subject to
any claim of any creditor of the Participant or his or her Beneficiary, through
legal process or otherwise; nor shall the Participant or his or her Beneficiary
be able or permitted in any manner to transfer, encumber, pledge, anticipate,
alienate, sell, or assign any such benefits, payments, proceeds, claims, rights
or interest, contingent or otherwise.
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6.5 Successors, Etc. This Plan shall be binding upon and benefit the
Company and its successors, and the Participant and his or her Beneficiary,
their heirs and personal representatives, all in accordance and subject to the
terms of this Plan.
6.6 Severability. Each provision of this Plan shall be independent of
and separable from every other provision of this Plan and should any provision
of this Plan be deemed or be declared to be contrary to or unenforceable under
any law, whether constitutional, statutory or otherwise, all of the remaining
provisions of this Plan shall remain in full force and effect.
6.7 Governing Law. This Plan shall be governed in all respects, whether
as to validity, construction, capacity, performance or otherwise, under the laws
of the State of Michigan, except to the extent superseded by federal law.
6.8 No Employment Rights. The Participant's relationship with the
Company is that of an employee at will and the Company may terminate his or her
employment with the Company at any time, with or without cause, except as may
otherwise be set forth in a separate written agreement with the Participant.
Nothing contained in this Plan shall be construed as conferring upon the
Participant the right to continue in the employ of the Company as an executive
or in any other capacity. For purposes of this Section 6.8, the term "Company"
includes any subsidiary or affiliate of the Company that employs the
Participant.
6.9 Number Construction. In all cases where they would so apply, words
used in the singular shall be construed to include the plural.
6.10 Amendment and Terminstion of Plan. The Company may amend or
terminate this Plan at any time with respect to amounts not yet credited to the
Participant's Deferral Account; provided however, no such termination shall
affect the Participant's interest in amounts previously deferred. In the event
the Plan is terminated, the Company may, in its sole discretion, immediately
distribute the balance of the Participants' Deferral Accounts regardless of the
Deferral Periods elected pursuant to Section 5.1 (Timing).
6.11 Interpretation and Implementation. The Administrative Committee
shall have exclusive and final authority and sole and absolute discretion with
respect to (a) the interpretation and implementation of the terms and provisions
of this Plan, (b) exercising any of its powers or duties under this Plan and (c)
the adoption or amendment of such procedures or practices as it deems necessary,
helpful or appropriate, for purposes of administering this Plan.
6.12 Administrative Committee. The Administrative Committee may
delegate any of its powers, authorities or responsibilities under the Plan to
any other person or committee so designated by it in writing. The Administrative
Committee may employ the agents or advisors it deems appropriate to fulfill its
duties under the Plan. No member of the Administrative Committee shall be
personally liable to any person for any action taken or omitted in connection
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with performing its duties under the Plan, unless due to that member's own
willful misconduct, gross negligence, or lack of good faith. Members of the
Administrative Committee shall not participate in any action with respect to
benefits they may receive as Participants in the Plan.
6.13 Claims and Appeals. In the event a Participant or Beneficiary
believes he or she is entitled to a payment from the Company which has not been
made, he or she may submit a claim for benefits to the Administrative Committee.
Any denial of the claim shall be made by the Administrative Committee in writing
and shall specify the Plan provisions upon which the denial is based and any
additional information or documentation which the Participant would need to
submit to perfect his or her claim. The Participant may appeal in writing to the
Administrative Committee any denial of his or her claim within 90 days following
the denial, and shall include any additional information or documentation
helpful to support his or her claim. The Administrative Committee's decision
shall be made in writing within 90 days of receipt of the appeal and shall be
final and binding on the Participant and the Company.
6.14 Other Benefits. Any other benefits which are based on the
Participant's compensation level (e.g., disability, life, or pension benefits)
shall be construed to be based on the Participant's compensation before
reduction under this Plan, except to the extent such construction would conflict
with the terms of that benefit plan. If a conflict exists, the Company shall use
its best efforts to revise the other plan to the extent permitted by law.
IN WITNESS WHEREOF, the Company has caused the Plan to be executed by
its duly authorized officer, this 6th day of August, 1999, to be effective
September 1, 1999.
STEELCASE INC.
By: /s/ ALWYN ROUGIER-CHAPMAN
--------------------------------------------
Alwyn Rougier-Chapman
Its: Senior Vice President-Finance,
Chief Financial Officer and Treasurer
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EXHIBIT 5
[HONIGMAN MILLER SCHWARTZ AND COHN - LETTERHEAD]
August 6, 1999
Steelcase Inc.
901 44th Street
Grand Rapids, Michigan 49508
Ladies and Gentlemen:
We have represented Steelcase Inc., a Michigan corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") of a Registration Statement on Form
S-8 (the "Registration Statement"), for registration under the Securities Act of
1933, as amended (the "Securities Act"), of Deferred Compensation Obligations,
issued or to be issued pursuant to rights granted under the Steelcase Inc.
Deferred Compensation Plan (the "Plan").
Based upon our examination of such documents and other matters as we
deem relevant, it is our opinion that (i) the Deferred Compensation Obligations
to be offered by the Company under the Plan pursuant to the Registration
Statement have been duly authorized and (ii) when issued by the Company in
accordance with the Plan, will be legally issued.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit hereby that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Commission thereunder.
Very truly yours,
/s/ Honigman Miller Schwartz and Cohn
HONIGMAN MILLER SCHWARTZ AND COHN
<PAGE>
EXHIBIT 23.1
Consent Of Independent Certified Public Accountants
Steelcase Inc.
Grand Rapids, Michigan
We hereby consent to the incorporation by reference of our report dated March
19, 1999, except for Note 20, which was as of April 22, 1999, relating to the
consolidated financial statements and schedule of Steelcase Inc. (the "Company")
appearing in the Company's Annual Report on Form 10-K for the year ended
February 26, 1999.
/s/ BDO Seidman, LLP
BDO Seidman, LLP
Grand Rapids, Michigan
August 6, 1999
<PAGE>
EXHIBIT 23.2
[BARBIER FRINAULT & ASSOCIES - LETTERHEAD]
Consent Of Independent Certified Public Accountant
Neuilly-sur-Seine, France
August 5, 1999
As independent public accounts, we hereby consent to the use of our report dated
April 22, 1999 relating to the consolidated financial statements of Steelcase
Strafor S.A. to be included in or made a part of the Registration Statement for
Steelcase Inc.'s Steelcase Inc. Deferred Compensation Plan on Form S-8.
BARBIER FRINAULT & ASSOCIES
Arthur Andersen
/s/ Philippe Guenne
Philippe Guenne
