SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
(Amendment No. 1)
STEELCASE INC.
(Name of Issuer)
Class A Common Stock
(Title of Class
of Securities)
858155 20 3
(CUSIP Number)
Hugh H. Makens
Warner Norcross & Judd LLP
900 Old Kent Building
111 Lyon Street, NW
Grand
Rapids, Michigan 49503-2489
(616) 752-2000
(Name, Address, and Telephone Number of Person Authorized
to
Receive Notices and Communications)
January 21, 2000
(Date of Event Which
Requires Filing of this Statement)
If the filing person
has previously filed a statement on Schedule 13G to report the acquisition that
is the subject of this Schedule 13D, and is filing this Schedule because of
Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [x].
(continued on following pages)
(Page 1 of 7 Pages)
| CUSIP No. 858155 20
3 |
13D |
|
|
|
Page 2 of 7 Pages |
| (1) |
Name of Reporting
Person: |
Peter M. Wege |
| (2) |
Check the Appropriate
Box |
(a) [ ]
|
|
if a Member of a Group: |
(b) [x]
|
| (5) |
Check box if Disclosure
of Legal Proceedings is Required Pursuant to Items 2(d) |
|
|
or 2(e): |
[ ]
|
| (6) |
Citizenship or Place
of Organization: United States of America |
| Number
of Shares |
|
(7) |
Sole Voting Power: |
|
|
2,767,085
|
|
| Beneficially
Owned |
|
(8) |
Shared Voting Power: |
|
|
560,128
|
|
| By Reporting
Person |
|
(9) |
Sole Dispositive
Power: |
|
2,767,085
|
|
| With |
|
|
|
(10) |
Shared
Dispositive Power: |
|
560,128
|
|
| (11) |
Aggregate Amount Beneficially
Owned by Reporting Person: 29,377,536* |
| (12) |
Check box if the Aggregate
Amount in Row (11) Excludes Certain Shares: |
[ ]
|
| (13) |
Percent of Class Represented by Amount
in Row (11): 54.1% |
| (14) |
Type of Reporting
Person: |
IN |
*This number includes 20,050,323 shares held by the Trust Under the Will of
Peter Martin Wege, dated February 20, 1946, of which the reporting person disclaims
beneficial ownership, and also includes 6,000,000 shares held by the Peter M.
Wege Charitable Remainder Trust, dated October 10, 1997.
2
| CUSIP No. 858155 20
3 |
13D |
|
|
|
Page 3 of 7 Pages |
| (1) |
Name of Reporting
Person: |
Peter M. Wege II |
| (2) |
Check the Appropriate
Box |
(a) [ ]
|
|
if a Member of a Group: |
(b) [x]
|
| (5) |
Check box if Disclosure
of Legal Proceedings is Required Pursuant to Items 2(d) |
|
|
or 2(e): |
[ ]
|
| (6) |
Citizenship or Place
of Organization: United States of America |
| Number
of Shares |
|
(7) |
Sole Voting Power: |
|
|
6,648,883
|
|
| Beneficially
Owned |
|
(8) |
Shared Voting Power: |
|
|
537,384
|
|
| By Reporting
Person |
|
(9) |
Sole Dispositive
Power: |
|
6,648,883
|
|
| With |
|
|
|
(10) |
Shared
Dispositive Power: |
|
537,384
|
|
| (11) |
Aggregate Amount Beneficially Owned
by Reporting Person: 7,186,267 |
| (12) |
Check box if the Aggregate
Amount in Row (11) Excludes Certain Shares: |
[x]
|
| (13) |
Percent of Class Represented by Amount
in Row (11) 22.2% |
| (14) |
Type of Reporting
Person: |
IN |
3
| CUSIP No. 858155 20
3 |
13D |
|
|
|
Page 4 of 7 Pages |
| (1) |
Name of Reporting
Person: |
The Wege Foundation |
| (2) |
Check the Appropriate
Box |
(a) [ ]
|
|
if a Member of a Group: |
(b) [x]
|
| (5) |
Check box if Disclosure
of Legal Proceedings is Required Pursuant to Items 2(d) |
|
|
or 2(e): |
[ ]
|
| (6) |
Citizenship or Place
of Organization: Michigan |
| Number
of Shares |
|
(7) |
Sole Voting Power: |
|
|
560,128
|
|
| Beneficially
Owned |
|
(8) |
Shared Voting Power: |
|
|
0
|
|
| By Reporting
Person |
|
(9) |
Sole Dispositive
Power: |
|
560,128
|
|
| With |
|
|
|
(10) |
Shared
Dispositive Power: |
|
0
|
|
| (11) |
Aggregate Amount Beneficially
Owned by Reporting Person: 560,128 |
| (12) |
Check box if the Aggregate
Amount in Row (11) Excludes Certain Shares: |
[ x ]
|
| (13) |
Percent of Class Represented by Amount
in Row (11): 2.2% |
| (14) |
Type of Reporting
Person: |
CO |
4
This Amendment No. 1 is filed for the purpose of correcting certain information that was reported
in the reporting persons' Schedule 13D dated January 31, 2000 (the "Original Filing"). All items not
reported in this Amendment No. 1 are hereby incorporated by reference from the Original Filing.
| Item 5. |
Interest in Securities
of the Issuer. |
(a) Peter M. Wege may be deemed to
beneficially own 29,377,536 shares of the Class A and Class B Common Stock of
Steelcase, constituting approximately 54.1% of the issued and outstanding shares
of Steelcase Class A Common Stock based on the number of outstanding shares
as of December 31, 1999. (Steelcase Class B Common Stock is convertible into
Class A Common Stock on a one-for-one basis. This percentage assumes the full
conversion of all shares of Class B Common Stock beneficially owned by Peter
M. Wege into shares of Class A Common Stock but no other conversion of Class
B shares.) If all the outstanding shares of Class B Common Stock of Steelcase
were converted into shares of Class A Common Stock, Peter M. Wege may be deemed
to beneficially own 19.3% of the outstanding Class A Common Stock. Mr. Wege
specifically disclaims beneficial ownership of 20,050,323 shares held by the
Trust Under the Will of Peter Martin Wege, dated February 20, 1946.
Peter M. Wege II may be deemed to beneficially own 7,186,267 shares of the Class
A and Class B Common Stock of Steelcase, constituting approximately 22.2% of
the issued and outstanding shares of Steelcase Class A Common Stock based on
the number of outstanding shares as of December 31, 1999 (assuming conversion
of all shares of Class B Common Stock beneficially owned by Peter M. Wege II
but no other conversion of Class B shares). If all the outstanding shares of
Class B Common Stock of Steelcase were converted into shares of Class A Common
Stock, Peter M. Wege II may be deemed to beneficially own 4.7% of the outstanding
Class A Common Stock.
The Wege Foundation may be deemed to beneficially own 560,128 shares of the
Class A and Class B Common Stock of Steelcase, constituting approximately 2.2%
of the issued and outstanding shares of Steelcase Class A Common Stock based
on the number of outstanding shares as of December 31, 1999 (assuming conversion
of all shares of Class B Common Stock beneficially owned by The Wege Foundation
but no other conversion of Class B shares). If all the outstanding shares of
Class B Common Stock of Steelcase were converted into shares of Class A Common
Stock, The Wege Foundation may be deemed to beneficially own 0.4% of the outstanding
Class A Common Stock.
Collectively, the Shareholders may be deemed to beneficially own 30,563,803
shares of the Class A Common Stock of Steelcase, constituting approximately
55.1% of the issued and outstanding shares of Steelcase Class A Common Stock
based on the number of outstanding shares as of December 31, 1999 (assuming
the conversion of the Class B stock beneficially owned by the Shareholders but
no other conversion of Class B shares). If all the outstanding shares of Class
B Common Stock of Steelcase were converted into shares of Class A Common Stock,
the Shareholders may be deemed to beneficially own 20.1% of the outstanding
Class A Common Stock. The Shareholders specifically disclaim beneficial ownership
of 20,050,323 shares held by the Trust Under the Will of Peter Martin Wege,
dated February 20, 1946.
(b) Peter M. Wege has sole voting
and dispositive power over 2,767,085 shares of the Class A and Class B Common
Stock of Steelcase and shared voting and dispositive power over 560,128 shares
of the Class A and Class B Common Stock of Steelcase. Mr. Wege specifically
disclaims beneficial ownership of 20,050,323 shares held by the Trust Under
the Will of Peter Martin Wege, dated February 20, 1946.
5
Peter M. Wege II has sole voting and dispositive power over 6,648,883 shares
of the Class A and Class B Common Stock of Steelcase and shared voting and dispositive
power over 537,384 shares of the Class A and Class B Common Stock of Steelcase.
The Wege Foundation has sole voting and dispositive power over 560,128
shares of the Class A and Class B Common Stock of Steelcase.
The Shareholders collectively have sole voting and dispositive power over 9,976,096
shares of the Class A and Class B Common Stock of Steelcase and shared voting
and dispositive power over 537,384 shares of the Class A and Class B Common
Stock of Steelcase. The Shareholders specifically disclaim beneficial ownership
of 20,050,323 shares held by the Trust Under the Will of Peter Martin Wege,
dated February 20, 1946.
(c) On January 21, 2000, the Peter
M. Wege Trust dated January 19, 1973 converted 6,000,000 shares of Steelcase
Class B Common Stock into 6,000,000 shares of Steelcase Class A Common Stock,
and transferred all of such shares to the Peter M. Wege Charitable Remainder
Trust dated October 10, 1997.
(d) Kathleen Wege, wife of Peter M.
Wege II, has the power to direct the receipt of dividends and the proceeds of
a sale of shares with respect to 440,784 shares reported as beneficially owned
by Peter M. Wege II, pursuant to trust documents.
(e) Not applicable.
| Item
7. |
Material
to be Filed as Exhibits. |
| |
| |
|
99.1 |
Power of Attorney
of Peter M. Wege. Previously filed as an exhibit to the
Statement on Schedule 13D of Peter M. Wege, Peter M. Wege II and The
Wege Foundation dated January 31, 2000. |
| |
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|
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99.2 |
Power of Attorney
of Peter M. Wege II. Previously filed as an exhibit to the Statement on
Schedule 13G of Peter M. Wege II dated February 15, 1999. |
6
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 2, 2000 |
|
|
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/s/ Peter M. Wege*
|
| |
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Peter M. Wege |
| |
| |
| Dated: |
February 2, 2000 |
|
|
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/s/ Peter M. Wege II*
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Peter M. Wege II |
| |
| |
| Dated: |
February 2, 2000 |
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THE WEGE FOUNDATION |
| |
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By: /s/ W. Michael Van
Haren
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| |
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W. Michael Van Haren |
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Secretary |
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*By: /s/ W. Michael Van
Haren
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| |
W. Michael Van Haren |
| |
Attorney-in-fact |
7
