STEELCASE INC
11-K, 2000-08-16
OFFICE FURNITURE (NO WOOD)
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 11-K
                                 ANNUAL REPORT
                       Pursuant to Section 15(d) of the
                      Securities and Exchange Act of 1934

(Mark One):

[X]      ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the fiscal year ended February 29, 2000
                                   -----------------


[ ]      TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

         for the transition period from          to
                                        --------   ---------
         Commission file number 1-13873

         A.  Full title of the Plan and the address of the Plan,  if different
             from that of the issuer named below:
                     Steelcase Inc. 401(k) Retirement Plan

         B.  Name of issuer of  securities  held  pursuant to the Plan and the
             address of its principal executive office:

                     Steelcase Inc.
                     901 44th Street
                     Grand Rapids, Michigan 49508




SIGNATURES

The Plan.  Pursuant to the requirements of the Securities  Exchange Act of 1934,
the Plan  Administrator  of the Plan has duly caused  this  annual  report to be
signed on its behalf by the undersigned hereunto duly authorized.


                    Steelcase Inc. 401(k)Retirement Plan



Date:  August 16, 2000                       By: /s/ Alwyn Rougier-Chapman
       ---------------                           --------------------------
                                                 Alwyn Rougier-Chapman
                                                 Senior Vice President-Finance
                                                 and Chief Financial Officer
                                                 Steelcase Inc.
<PAGE>

                                Steelcase Inc.
                            401(k) Retirement Plan






                       Financial Statements and Schedule
              Years Ended February 29, 2000 and February 28, 1999
<PAGE>

                     Steelcase Inc. 401(k) Retirement Plan

                                   Contents

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


Independent Auditors' Report                                                 3-4


Financial Statements
   Statements of Net Assets Available for Benefits -
       February 29, 2000 and February 28, 1999                                 5
   Statements of Changes in Net Assets Available for Benefits -
       Years Ended February 29, 2000 and February 28, 1999                     6
   Notes to Financial Statements                                            7-11



Supplemental Schedule
   Assets Held for Investment Purposes at End of Year                         12

Exhibit
   Consent of Independent Accountants






                                      -2-
<PAGE>

INDEPENDENT AUDITORS' REPORT


Plan Administrator of Steelcase Inc.
   401(k) Retirement Plan
Grand Rapids, Michigan

We have audited the accompanying statements of net assets available for benefits
of Steelcase Inc. 401(k) Retirement Plan as of February 29, 2000 and February
28, 1999, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

Except as explained in the following paragraph, we conducted our audits in
accordance with generally accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

As permitted by Section 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, investment assets held by Old Kent Bank, the trustee of
the Plan, and transactions in those assets were excluded from the scope of our
audit of the Plan's 1999 financial statements, except for comparing the
information provided by the trustee, which is summarized in Note 7, with the
related information included in the financial statements.

Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the Plan's financial statements as
of and for the year ended February 28, 1999. The form and content of the
information included in the 1999 financial statements, other than that derived
from the information certified by the trustee, have been audited by us and, in
our opinion, are presented in compliance with the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974.

                                      -3-
<PAGE>

In our opinion, the financial statement, referred to above of Steelcase Inc.
401(k) Retirement Plan as of and for the year ended February 29, 2000, present
fairly, in all material respects, the net assets available for benefits of the
Plan as of February 29, 2000, and the changes in its net assets available for
benefits for the year then ended in conformity with generally accepted
accounting principles.

Our audit of the Plan's financial statements as of and for the year ended
February 29, 2000, was made for the purpose of forming an opinion on the
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of February 29, 2000 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements for the year
ended February 29, 2000, and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.


/s/ BDO SEIDMAN, LLP


Grand Rapids, Michigan
June 30, 2000

                                      -4-
<PAGE>

                     Steelcase Inc. 401(k) Retirement Plan

                Statements of Net Assets Available for Benefits
                            (amounts in thousands)
-----------------------------------------------------------------------------


                                                February 29,     February 28,
                                                        2000            1999
-----------------------------------------------------------------------------

Assets
   Investments                                    $  435,861       $  262,812
   Cash                                                    -                4
   Participant contributions receivable                    -              679
   Accrued investment income                               -               15
-----------------------------------------------------------------------------

Total Assets                                         435,861          263,510

Liabilities
   Pending trade payable                                   1                -
-----------------------------------------------------------------------------

Net Assets Available for Benefits                 $  435,860       $  263,510
=============================================================================

See accompanying notes to financial statements.

                                      -5-
<PAGE>

                     Steelcase Inc. 401(k) Retirement Plan

          Statements of Changes in Net Assets Available for Benefits
                            (amounts in thousands)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                                                   February 29,       February 28,
Year ended                                                                2000               1999
--------------------------------------------------------------------------------------------------
<S>                                                                 <C>                <C>
Additions
  Participant contributions                                         $   25,557         $   25,420
  Rollover contributions                                                   812                432
  Interest income                                                          178                148
  Net investment gain from collective investment funds                   3,949              1,603
  Net investment gain from mutual funds                                161,068             33,067
  Net investment gain from common stock                                      1                  -
--------------------------------------------------------------------------------------------------

Total additions                                                        191,565             60,670
--------------------------------------------------------------------------------------------------

Deductions
  Benefits paid to participants                                         18,982             12,044
  Administrative expenses                                                  233                148
--------------------------------------------------------------------------------------------------

Total deductions                                                        19,215             12,192
--------------------------------------------------------------------------------------------------

Net increase                                                           172,350             48,478

Net Assets Available for Benefits, beginning of year                   263,510            215,031
--------------------------------------------------------------------------------------------------

Net Assets Available for Benefits, end of year                      $  435,860         $  263,509
==================================================================================================
</TABLE>

See accompanying notes to financial statements.

                                      -6-
<PAGE>

                     Steelcase Inc. 401(k) Retirement Plan

                         Notes to Financial Statements
                            (amounts in thousands)
--------------------------------------------------------------------------------


1.   Plan Description

     The following description of the Steelcase Inc. 401(k) Retirement Plan (the
     "Plan") provides only general information. Participants should refer to the
     plan agreement for a more complete description of the Plan's provisions.

     General

     The Plan is a defined contribution plan established for employees of
     Steelcase Inc. (the "Company") and its subsidiaries that participate in the
     Plan and is subject to the provisions of the Employee Retirement Income
     Security Act of 1974 ("ERISA").

     Contributions

     The Company contributes an amount equal to the voluntary pre-tax
     contributions selected by the participant under BenefitSystems, a cafeteria
     plan established and maintained by the Company. A participant may elect to
     defer to the Plan, on a pre-tax basis, up to 8% of total eligible annual
     compensation (except highly paid participants are limited to 7%). Effective
     September 1, 2000, participants who are employed at certain locations may
     elect to defer up to 10% of total eligible annual compensation as described
     in the Plan. Contributions for a plan year on behalf of a participant are
     limited as described in the Plan. Participants direct the investment of
     their contributions into various investment options offered by the Plan.
     The Plan currently offers a money market fund, eight mutual funds, common
     stock and a collective investment fund as investment options for
     participants.

     Participant Accounts

     Earnings, net gains and losses, and administrative expenses are allocated
     daily to the accounts of participants. Participant accounts are 100%
     vested. Contributions to the Plan are allocated to the accounts of the
     participants on a weekly and bi-weekly basis.

     Payment of Benefits

     Upon termination of service, a participant may elect to receive either a
     lump-sum amount equal to the value of the participant's account, annual
     installments, a partial distribution, an annuity purchased equal to the
     value of the participant's account or a transfer into another qualified
     retirement plan or an individual retirement account.

                                      -7-
<PAGE>

                    Steelcase Inc. 401(K) Retirement Plan

                        Notes to Financial Statements
                            (amounts in thousands)
-------------------------------------------------------------------------------

2.   Significant Accounting Policies

     Basis of Accounting

     The accompanying financial statements are prepared under the accrual method
     of accounting.

     Use of Estimates

     The preparation of financial statements requires estimates and assumptions
     that affect the amounts reported in the financial statements and
     accompanying notes. Actual results could differ from those estimates.

     Investment Valuation and Income Recognition

     Investments are stated at fair value as determined by Old Kent Bank, the
     trustee of the Plan, based on quoted market prices.

     Payment of Benefits

     Benefits are recorded when paid.

3.   Investments

     The following presents investments that represent 5% or more of the Plan's
     net assets:


                                                   February 29,     February 28,
                                                           2000             1999
--------------------------------------------------------------------------------

Kent Short-Term Bond Fund                           $   28,144         $ 30,013
Kent Index Equity Fund                                  82,468           92,075
VanKampen Emerging Growth Fund A                       240,020           86,363
Old Kent Balanced Collective Investment Fund            38,531           39,261
================================================================================

                                      -8-
<PAGE>

                     Steelcase Inc. 401(k) Retirement Plan

                         Notes to Financial Statements
                            (amounts in thousands)
--------------------------------------------------------------------------------

4.   Plan Termination

     Although it has not expressed any intent to do so, the Company has the
     right to discontinue contributions at any time and terminate the Plan,
     subject to the provisions of ERISA.  In the event the Plan is terminated,
     the assets are to be used for the payment of all debts of the Plan and any
     remaining funds will be distributed to the participants by the trustee as
     directed by the plan administrator.

5.   Related Party Transactions

     Certain Plan investments are shares of mutual funds and collective
     investment funds managed by Old Kent Bank.  Old Kent Bank is the trustee as
     defined by the Plan and, therefore, these transactions qualify as party-in-
     interest.

6.   Income Tax Status

     The Internal Revenue Service has determined and informed the plan
     administrator in a letter dated March 21, 1996, that the Plan is qualified
     and the trust established under the Plan is tax-exempt under the
     appropriate sections of the Internal Revenue Code (IRC).  Although the Plan
     has been amended since receiving the determination letter, the plan
     administrator believes that the Plan is designed and is currently being
     operated in compliance with the applicable requirements of the IRC.

7.   Information Certified by the Plan's Trustee

     The plan administrator has elected the method of annual reporting
     compliance permitted by 29 CFR 2520.103-8 of the Department of Labor Rules
     and Regulations for Reporting and Disclosure under ERISA.  Accordingly, the
     trustee has certified that the following data included in the accompanying
     financial statements and supplemental schedule is complete and accurate.


February 28,                                                                1999
--------------------------------------------------------------------------------

Total investments                                                     $  262,812
Cash                                                                           4
Accrued investment income                                                     15
================================================================================

                                      -9-
<PAGE>

                     Steelcase Inc. 401(k) Retirement Plan

                         Notes to Financial Statements
                            (amounts in thousands)
------------------------------------------------------------------------------


     Year ended February 28,                                              1999
     -------------------------------------------------------------------------

     Interest income                                                  $    148
     Net investment gain from collective investment fund                 1,603
     Net investment gain from mutual funds                              33,067
     =========================================================================

8.   Reconciliation of Financial Statements to Form 5500

     The following is a reconciliation of net assets available for benefits
     reported in the accompanying financial statements to Form 5500:

                                                    February 29,  February 28,
                                                            2000          1999
     -------------------------------------------------------------------------

     Net assets available for benefits per the
        financial statements                            $435,860      $263,510


     Amounts allocated to withdrawing participants             -        (1,022)
     -------------------------------------------------------------------------

     Net assets available for benefits per Form 5500    $435,860      $262,488
     =========================================================================

     The following is a reconciliation of benefits paid to participants
     reported in the accompanying financial statements to Form 5500:

                                                    February 29,  February 28,
     Year ended                                             2000          1999
     -------------------------------------------------------------------------

     Benefits paid to participants per the financial
       statements                                       $ 18,982      $ 12,044

     Amounts allocated to withdrawing participants,
       end of year                                             -         1,022

     Amounts allocated to withdrawing participants,
       beginning of year                                  (1,022)         (427)
     -------------------------------------------------------------------------

     Benefits paid to participants per Form 5500        $ 17,960      $ 12,639
     =========================================================================

                                      -10-
<PAGE>

                    Steelcase Inc. 401(k) Retirement Plan

                         Notes to Financial Statements
                            (amounts in thousands)
________________________________________________________________________________

     Amounts allocated to withdrawing participants are recorded on Form 5500 for
     benefit claims that have been processed and approved for payment prior to
     February 29, 2000 and February 28, 1999, but not yet paid as of those
     dates.

9.   New Accounting Provision

     In September 1999, the American Institute of Certified Public Accountants
     issued Statement of Position (SOP) No. 99-3, Accounting for and Reporting
     of Certain Defined Contribution Plan Investments and Other Disclosure
     Matters.  This statement established standards for simplified disclosures
     for certain investments.  The Plan adopted the provisions of this statement
     for the plan year ended February 29, 2000.  As a result, disclosures made
     in the prior year for the separate fund information have been eliminated in
     these financial statements, to be consistent with the current year
     presentation.

                                      -11-
<PAGE>

<TABLE>
<CAPTION>
                                      Steelcase Inc. 401(K)Retirement Plan

                         Schedule of Assets Held for Investment Purposes at End of Year
                                             (amounts in thousands)
     ----------------------------------------------------------------------------------------------------------


                                                                                              EIN:  38-0819050
                                                                                              Plan Number:  011

     February 29, 2000
     ----------------------------------------------------------------------------------------------------------

                                                                                  (c)
                                                           Description of Investment,
              (b)                                       including Maturity Date, Rate                       (e)
              Identity of Issue, Borrower, Lessor     of Interest, Collateral, Par or        (d)        Current
      (a)     or Similar Party                                          Maturity Date       Cost          Value
     ----------------------------------------------------------------------------------------------------------
        <S>    <C>                                     <C>                                     <C>     <C>
       a      Kent Money Market Fund                                     3,624 shares         b       $   3,624
              Mutual funds:
       a         Kent Short-Term Bond Fund                               2,981 shares         b          28,144
                 Fidelity Advisors Growth
                    Opportunities Fund                                      73 shares         b           3,162
       a         Kent Index Equity Fund                                  3,132 shares         b          82,468
                 Putnam Investors Fund A                                 1,109 shares         b          20,305
                 VanKampen Emerging Growth
                    Fund A                                               2,082 shares         b         240,020
                 VanKampen Corporate Bond
                    Fund A                                                 833 shares         b           5,358
                 Putnam International Growth
                    Fund A                                                 322 shares         b           9,879
                 Templeton Foreign Fund A                                  426 shares         b           4,335
       a      Steelcase Inc. common stock                                    3 shares         b              34
       a      Old Kent Balanced Collective
                 Investment Fund                                         1,995 shares         b          38,531
     ==========================================================================================================
</TABLE>

       a - A party-in-interest as defined by ERISA.
       b - The cost of participant directed investments is not required to be
           disclosed.

                                     -12-


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