-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OWDXE/kRsrlkoPwgnRknuzR6Yx3xzudpKye9Nu3+28qTHi6ZeA1eMdzsvLigdnKW Xcmk0xMsanv4ncndOqNJ5Q== 0000905729-08-000067.txt : 20080213 0000905729-08-000067.hdr.sgml : 20080213 20080213092841 ACCESSION NUMBER: 0000905729-08-000067 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080213 DATE AS OF CHANGE: 20080213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STEELCASE INC CENTRAL INDEX KEY: 0001050825 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE FURNITURE (NO WOOD) [2522] IRS NUMBER: 380819050 STATE OF INCORPORATION: MI FISCAL YEAR END: 0229 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55759 FILM NUMBER: 08601133 BUSINESS ADDRESS: STREET 1: 901 44TH ST CITY: GRAND RAPIDS STATE: MI ZIP: 49508 BUSINESS PHONE: 6162472710 MAIL ADDRESS: STREET 1: 901 44TH ST CITY: GRAND RAPIDS STATE: MI ZIP: 49508 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEGE PETER M CENTRAL INDEX KEY: 0001079712 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 6162469467 MAIL ADDRESS: STREET 1: 901 44TH ST SE CITY: GRAND RAPIDS STATE: MI ZIP: 49508 SC 13G/A 1 stcswegesc13ga9_021308.htm STEELCASE/WEGE SC13G/A9 - 02-13-08 Steelcase/Peter M. Wege SC 13G/A#9 - 02/13/08

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 9)*

STEELCASE INC.

(Name of Issuer)

 

Class A Common Stock

(Title of Class of Securities)

 

858155203

(CUSIP Number)

 

December 31, 2007

(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)

 

[X]

Rule 13d-1(c)

 

[   ]

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.





Page 1 of 5 pages


CUSIP No. 858155-20-3

SCHEDULE 13G

Page 2 of 5 Pages

(1)

Names of Reporting Persons

Peter M. Wege

 

 

(2)

Check the Appropriate Box if a Member of a Group
(a)     [   ]
(b)     [   ]

 

 

(3)

SEC Use Only

 

 

(4)

Citizenship or Place of Organization

United States of America

 

 

Number of Shares Beneficially Owned by Each Reporting Person With

 

 

(5)

Sole Voting Power

2,797,110 shares

 

 

 

(6)

Shared Voting Power

0 shares

 

 

 

(7)

Sole Dispositive Power

2,797,110 shares

 

 

 

(8)

Shared Dispositive Power

0 shares

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

8,833,654* shares

(10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

[   ]

(11)

Percent of Class Represented by Amount in Row 9

 

 

10.3%*

(12)

Type of Reporting Person

 

 

IN


*

These numbers include: 277,189 Class A shares and 200,000 Class B shares held by the Peter Martin Wege Trust F/B/O Diana Wege; 1,800,000 Class A shares and 367,189 Class B shares held by the Peter Martin Wege Trust F/B/O Johanna Osman; 37,239 Class A shares held by the Peter Martin Wege Trust F/B/O Jonathan Wege; 581,656 Class A shares and 1,965,033 Class B shares held by the Peter Martin Wege Trust F/B/O Mary Goodwille Nelson; 75,000 Class A shares and 344,569 Class B shares held by the Peter Martin Wege Trust F/B/O Peter M. Wege, II; and 388,669 Class A shares held by the Peter Martin Wege Trust F/B/O Susan Carter. The reporting person disclaims beneficial ownership of these shares. Under these trusts, the reporting person has no ability to vote or direct the disposition of the shares; however, the reporting person can prevent any disposition of these shares by the independent trustees.


CUSIP No. 858155-20-3

SCHEDULE 13G

Page 3 of 5 Pages

Item 1(a).

Name of Issuer:

Steelcase Inc.

 

 

Item 1(b).

Address of Issuer's Principal Executive Offices:

901 44th Street
Grand Rapids, Michigan 49508

 

 

Item 2(a).

Name of Person Filing:

Peter M. Wege

 

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

P.O. Box 6388
Grand Rapids, Michigan 49516-6388

 

 

Item 2(c).

Citizenship:

United States of America

 

 

Item 2(d).

Title of Class of Securities:

Class A Common Stock

 

 

Item 2(e).

CUSIP Number:

858155-20-3

 

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)

[   ]

Broker or dealer registered under Section 15 of the Act;

 

 

 

 

 

(b)

[   ]

Bank as defined in Section 3(a)(6) of the Act;

 

 

 

 

 

(c)

[   ]

Insurance company as defined in Section 3(a)(19) of the Act;

 

 

 

 

 

(d)

[   ]

Investment company registered under Section 8 of the Investment Company Act of 1940;

 

 

 

 

 

(e)

[   ]

Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

 

 

 

 

(f)

[   ]

Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

 

 

 

 

(g)

[   ]

Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

 

 

 

 

(h)

[   ]

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

 

 

 

 

(i)

[   ]

Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

 

 

 

 

(j)

[   ]

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).


CUSIP No. 858155-20-3

SCHEDULE 13G

Page 4 of 5 Pages

Item 4.

Ownership:

 

 

 

(a)

Amount Beneficially Owned:

8,833,654* shares

 

 

 

 

 

(b)

Percent of Class:

10.3%*

 

 

 

 

 

(c)

Number of shares as to which such person has:

 

 

 

 

 

 

 

(i)

Sole power to vote or to direct the vote

2,797,110 shares

 

 

 

 

 

 

 

(ii)

Shared power to vote or to direct the vote

0 shares

 

 

 

 

 

 

 

(iii)

Sole power to dispose or to direct the disposition of

2,797,110 shares

 

 

 

 

 

 

 

(iv)

Shared power to dispose or to direct the disposition of

0 shares

* These numbers include: 277,189 Class A shares and 200,000 Class B shares held by the Peter Martin Wege Trust F/B/O Diana Wege; 1,800,000 Class A shares and 367,189 Class B shares held by the Peter Martin Wege Trust F/B/O Johanna Osman; 37,239 Class A shares held by the Peter Martin Wege Trust F/B/O Jonathan Wege; 581,656 Class A shares and 1,965,033 Class B shares held by the Peter Martin Wege Trust F/B/O Mary Goodwille Nelson; 75,000 Class A shares and 344,569 Class B shares held by the Peter Martin Wege Trust F/B/O Peter M. Wege, II; and 388,669 Class A shares held by the Peter Martin Wege Trust F/B/O Susan Carter. The reporting person disclaims beneficial ownership of these shares. Under these trusts, the reporting person has no ability to vote or direct the disposition of the shares; however, the reporting person can prevent any disposition of these shares by the independent trustees.

The number of shares reported above includes 2,876,791 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 persons other than a "Permitted Transferee" (as defined in the Issuer's Second Restated Articles of Incorporation), such shares are automatically converted on 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. Wege may be deemed to beneficially own approximately 6.2% of the outstanding Class A Common Stock.

Item 5.

Ownership of Five Percent or Less of a Class:

Not Applicable

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

 

 

 

Of the shares reported in Item 4 above, 277,189 Class A shares and 200,000 Class B shares held by the Peter Martin Wege Trust F/B/O Diana Wege; 1,800,000 Class A shares and 367,189 Class B shares held by the Peter Martin Wege Trust F/B/O Johanna Osman; 37,239 Class A shares held by the Peter Martin Wege Trust F/B/O Jonathan Wege; 581,656 Class A shares and 1,965,033 Class B shares held by the Peter Martin Wege Trust F/B/O Mary Goodwille Nelson; 75,000 Class A shares and 344,569 Class B shares held by the Peter Martin Wege Trust F/B/O Peter M. Wege, II; and 388,669 Class A shares held by the Peter Martin Wege Trust F/B/O Susan Carter. The named beneficiaries of these trusts have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securitites.


CUSIP No. 858155-20-3

SCHEDULE 13G

Page 5 of 5 Pages

Item 7.

Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company or Control Person:

Not Applicable

 

 

Item 8.

Identification and Classification of Members of the Group:

Not Applicable

 

 

Item 9.

Notice of Dissolution of Group:

Not Applicable

 

 

Item 10.

Certifications:

 

 

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

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.



 

February 13, 2008

/s/ Peter M. Wege

Peter M. Wege
By:  Jeffrey A. Ott, Attorney-in-Fact
(Signature)
EX-99.1 2 wegepoa.htm STEELCASE/WEGE EXHIBIT 99.1 TO SC 13G/A9 LIMITED DURABLE POWER OF ATTORNEY

EXHIBIT 99.1

LIMITED DURABLE POWER OF ATTORNEY

                    The undersigned does hereby constitute and appoint JEFFREY A. OTT, W. MICHAEL VAN HAREN, and SUSAN G. MEYERS, or any one or more of them, with full power of substitution, his attorneys and agents to do any and all acts and things and to execute and file any and all documents and instruments that such attorneys and agents, or any of them, consider necessary or advisable to enable the undersigned (in his individual capacity or in a fiduciary or other capacity) to comply with the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any requirements of the Securities and Exchange Commission in respect thereof, in connection with his intended sale of any security related to Steelcase Inc. (the "Company") pursuant to Rule 144 issued under the Securities Act and the preparation, execution and filing of any report or statement of beneficial ownership or changes in beneficial ownership of securities of the Company that the undersigned (in his individual capacity or in a fiduciary or other capacity) may be required to file pursuant to Sections 13 or 16 of the Exchange Act including, without limitation, full power and authority to sign the undersigned's name, in his individual capacity or in a fiduciary or other capacity, to any report or statement on Form ID, Forms 3, 4, 5 or 144, Schedules 13D or 13G, or to any amendments or any successor forms thereto, or any form or forms adopted by the Securities and Exchange Commission in lieu thereof or in addition thereto, hereby ratifying and confirming all that such attorneys and agents, or any of them, shall do or cause to be done by virtue hereof.

                    The undersigned agrees that the attorneys-in-fact named herein may rely entirely on information furnished orally or in writing by the undersigned to such attorneys-in-fact.

                    This authorization shall be in addition to all prior authorizations to act for the undersigned with respect to securities of the Company in these matters and shall survive the termination of the undersigned's status as a greater than five percent beneficial owner of securities of the Company and remain in effect until revoked in writing by the undersigned.

                    This Limited Durable Power of Attorney is governed by Michigan law. This power shall not be affected should the undersigned develop any mental incapacity or mental disability. Any reproduced copy of this signed original shall be deemed to be an original counterpart of this document.

Date: February 13th, 2006

/s/ Peter M. Wege

 

 

Peter M. Wege

 
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