STEELCASE INC
SC 13D/A, 2000-05-01
OFFICE FURNITURE (NO WOOD)
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


SCHEDULE 13D/A
 (Amendment No. 2)


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)

               April 28, 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
if a Member of a Group:

(a)   [  ]
(b)   [x]

(3)

SEC Use Only:

(4)

Source of Funds

OO

(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
if a Member of a Group:

(a)   [  ]
(b)   [x]

(3)

SEC Use Only:
(4)

Source of Funds

OO

(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:

465,748

By Reporting Person

(9)

Sole Dispositive Power:

6,648,883

With

(10)

Shared Dispositive Power:

465,748

(11)

Aggregate Amount Beneficially Owned by Reporting Person: 7,114,631

(12)

Check box if the Aggregate Amount in Row (11) Excludes Certain Shares:

[x]

(13)

Percent of Class Represented by Amount in Row (11): 22.0%

(14)

Type of Reporting Person:

IN

 

 

 


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CUSIP No. 858155 20 3

13D

Page 4 of 7 Pages


(1)

Name of Reporting Person:

The Wege Foundation

(2)

Check the Appropriate Box
if a Member of a Group:

(a)   [  ]
(b)   [x]

(3)

SEC Use Only:

(4)

Source of Funds

OO

(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

 

 

 

 


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                    This Amendment No. 2 is filed for the purpose of updating certain information that was reported in the reporting persons' Schedule 13D dated January 31, 2000, as amended by Amendment No. 1 to Schedule 13D dated February 2, 2000 (the "Original Filings"). All items not reported in this Amendment No. 2 are hereby incorporated by reference from the Original Filings.

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 Class A Common Stock of Steelcase Inc. ("Steelcase"). On April 28, 2000, the Shareholders determined to dissolve the group that they had previously formed and to discontinue any agreement to act together for the purpose of acquiring, holding or disposing of equity securities of Steelcase.

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 7,114,631 shares of the Class A and Class B Common Stock of Steelcase, constituting approximately 22.0% 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.

                    (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


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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 465,748 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.

                    (c)          On January 20, 2000, the Peter M. Wege II Trust fbo Jessica Louise Wege distributed 71,636 shares of Steelcase stock to the beneficiary, over which Mr. Wege no longer had any voting or dispositive control.

                    (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 369,148 shares reported as beneficially owned by Peter M. Wege II, pursuant to trust documents.

                    (e)          As discussed in Item 4 above, on April 28, 2000 the Shareholders determined to dissolve the group that they had previously formed and to discontinue any agreement to act together for the purpose of acquiring, holding or disposing of equity securities of Steelcase. While some of the individual Shareholders may continue to be deemed the beneficial owners of more than 5% of the issued and outstanding shares of Steelcase Class A Common Stock, the Shareholders are filing this Amendment No. 2 to report the dissolution of the group that they had previously formed.

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.

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.

99.3

Joint Filing Agreement.
















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                    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:   May 1, 2000

/s/Peter M. Wege*

Peter M. Wege

Dated:   May 1, 2000

/s/Peter M. Wege II*

Peter M. Wege II

Dated:   May 1, 2000

THE WEGE FOUNDATION

By: /s/W. Michael Van Haren

      W. Michael Van Haren
       Secretary


*By: /s/W. Michael Van Haren
         W. Michael Van Haren
         Attorney-in-fact













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