STEELCASE INC
SC 13G/A, 2000-02-14
OFFICE FURNITURE (NO WOOD)
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                  SCHEDULE 13G/A

                   Under the Securities Exchange Act of 1934

                               (Amendment No. 1)*


                                Steelcase Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                             Class A Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

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


                               December 31, 1999
- --------------------------------------------------------------------------------
            (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 6 pages
<PAGE>

CUSIP No.   858155 20 3
            -----------

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

1.  Names of reporting persons
    IRS Identification Nos. of the above persons (entities only)

         P. Craig Welch, Jr.
- --------------------------------------------------------------------------------

2.  Check the Appropriate Box if a Member of a Group (See Instructions)

     (a)  [ ]

     (b)  [ ]

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

3.  SEC Use Only
- --------------------------------------------------------------------------------


4.  Citizenship or Place of Organization    United States of America
                                            ------------------------
- --------------------------------------------------------------------------------

Number of         5.  Sole voting power           488,582
Shares Bene-      --------------------------------------------------------------
ficially Owned    6.  Shared voting power       4,966,768
By Each           --------------------------------------------------------------
Reporting         7.  Sole dispositive power      488,582
Person With:      --------------------------------------------------------------
                  8.  Shared dispositive power  4,966,768
- --------------------------------------------------------------------------------

9.  Aggregate Amount Beneficially Owned by Each Reporting Person     5,455,350
                                                                --------------

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
    Instructions)   [ ]

11. Percent of Class Represented by Amount in Row (9)      17.8%
                                                      -------------------------

12. Type of Reporting Person (See Instructions)      IN
- --------------------------------------------------------------------------------







                               Page 2 of 6 pages
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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.

               P. Craig Welch, Jr.

     (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 Section 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 6 pages
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       (e)  [ ]  An investment advisor in accordance with Section 240.13d-
                 1(b)(1)(ii)(E);

       (f)  [ ]  An employee benefit plan or endowment fund in accordance with
                 Section 240.13d-1(b)(1)(ii)(F);

       (g)  [ ]  A parent holding company or control person in accordance with
                 Section 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 Section 240.13d-1(b)(1)(ii)(J).


Item 4.       Ownership.

       (a)    Amount beneficially owned:

                   5,455,350

       (b)    Percent of class:

                   17.8%

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

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

                             488,582

              (ii)   Shared power to vote or to direct the vote

                           4,966,768

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

                             488,582

              (iv)  Shared power to dispose or to direct the disposition of

                           4,966,768







                             Page 4 of 6 pages
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     The number of shares reported above includes 5,450,350 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.  In
addition, 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. Welch would be deemed to be
the beneficial owner of 3.6% of the Class A Common Stock.

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 above, (i) 5,000 shares are held jointly
by Mr. Welch and his wife, (ii) 3,637,285 shares are held by two trusts for the
benefit of Mr. Welch, of which trusts Mr. Welch serves as co-trustee with Old
Kent Bank, (iii) 100,287 shares are held by various trusts of which Mr. Welch's
wife serves as co-trustee with Old Kent Bank, (iv) 266,105 shares are held by
various trusts of which Mr. Welch's wife serves as trustee, (v) 123,691 shares
are held be various trusts of which Mr. Welch serves as co-trustee with Old Kent
Bank and (vi) 834,400 shares are held by JCT Foundation, of which Mr. Welch is
President and Principal Manager.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the
         Security Being Reported on By the Parent Holding Company

       N/A

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 5 of 6 pages
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                                   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 9, 2000


                                          /s/ P. Craig Welch, Jr.
                                          -----------------------
                                          P. Craig Welch, Jr.





                               Page 6 of 6 pages


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