SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(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 8 Pages)
| CUSIP No. 858155 20
3 |
13D |
|
|
|
Page 2 of 8 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 8 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: 7,743,607 |
| (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 8 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
| Item 1. |
Security and Issuer. |
| |
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Name of Issuer: |
| |
| |
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Steelcase Inc. |
| |
| |
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Title of Class of Equity
Securities: |
|
| |
| |
|
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Class A Common Stock |
| |
| |
|
Address of Issuer's Principal
Executive Offices: |
| |
| |
|
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901 - 44th Street, SE |
| |
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Grand Rapids, Michigan 49508 |
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| Item 2. |
Identity and Background. |
Peter M. Wege is a self-employed author and businessman whose business address
is P.O. Box 6388, Grand Rapids, Michigan 49516-6388. He is a United States citizen.
Peter M. Wege II is a businessman whose business address is 901 - 44th Street,
SE, Grand Rapids, Michigan 49508. He is a United States citizen. The Wege Foundation
is a nonprofit corporation organized under the laws of Michigan. The address of
The Wege Foundation's principal business and its principal office is P.O. Box
6388, Grand Rapids, Michigan 49516-6388. The Wege Foundation is a nonprofit organization
under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
| Item 3. |
Source and Amount
of Funds and Other Consideration. |
This Schedule 13D does not report the acquisition of any shares of Steelcase
Inc. ("Steelcase"). This Schedule 13D reports the formation of a group
under Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
| Item 4. |
Purpose of Transaction. |
On January 21, 2000, Peter M. Wege, Peter M. Wege II and The Wege Foundation
(collectively, the "Shareholders"), determined to form a group for the purposes
of exploring strategic alternatives with respect to their holdings of Steelcase
stock.
| 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
and Class B 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.) Mr. Wege
5
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 6,648,883 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 and Class B 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).
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 and Class B 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).
Collectively, the Shareholders may be deemed to beneficially own 30,026,419
shares of the Class A Common Stock of Steelcase, constituting approximately
54.1% of the issued and outstanding shares of Steelcase Class A and Class B
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).
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.
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 9,415,968
shares of the Class A and Class B Common Stock of Steelcase and shared voting
and dispositive power over 1,097,512 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 Living Trust dated February 8, 1996 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.
6
(e) Not applicable.
| Item
6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer. |
| |
| |
|
See the
discussion included in Item 4, which is here incorporated by reference. |
| |
| Item
7. |
Material
to be Filed as Exhibits. |
| |
| |
|
99.1 |
Power of Attorney
of Peter M. Wege. |
| |
|
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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. |
7
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: |
January 31, 2000 |
|
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|
/s/ Peter M. Wege*
|
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Peter M. Wege |
| |
| |
| Dated: |
January 31, 2000 |
|
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/s/ Peter M. Wege II*
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Peter M. Wege II |
| |
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| Dated: |
January 31, 2000 |
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THE WEGE FOUNDATION |
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By: /s/ W. Michael Van
Haren
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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 |
8
