10-K/A 1 d10ka.txt AMENDMENT #1 TO FORM 10-K DATED 2/23/2001 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ---------------- FORM 10-K/A AMENDMENT NO. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 23, 2001 Commission File Number 1-13873 STEELCASE INC. (Exact name of registrant as specified in its charter) Michigan 38-0819050 (State of incorporation) (IRS employer identification number) 901 44th Street, 49508 Grand Rapids, Michigan (Zip Code) (Address of principal executive offices) (616) 247-2710 (Registrant's telephone number) Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange Title of each class on which registered ------------------- --------------------- Class A Common Stock............................ New York Stock Exchange
Securities registered pursuant to 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_] As of May 1, 2001, the registrant had outstanding 32,635,033 shares of Class A Common Stock and 114,916,271 shares of Class B Common Stock. The aggregate market value of the Class A Common Stock held by non-affiliates of the registrant was $331,016,606 computed by reference to the closing price of the Class A Common Stock on that date as reported by the New York Stock Exchange. Although there is no quoted market for registrant's Class B Common Stock, shares of Class B Common Stock may be converted at any time into an equal number of shares of Class A Common Stock. Using the closing price of the Class A Common Stock on May 1, 2001, as reported by the New York Stock Exchange as the basis of computation, the aggregate market value of the Class B Common Stock held by non-affiliates on that date was $861,894,868. DOCUMENTS INCORPORATED BY REFERENCE: None ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Steelcase Inc. (the "Company"), in accordance with Rule 12b-15 of the Securities Exchange Act of 1934, hereby amends its Annual Report on Form 10-K for the fiscal year ended February 23, 2001 (the "2001 Form 10-K") to revise Part IV by including an amended Report of Independent Certified Public Accountants to include an opinion on the Company's financial statement schedule as listed in Item 14(a) and to amend the Company's report on Management's Responsibility for Financial Reporting to include a reference to the schedule that was inadvertently excluded from the accountants and management's reports that were originally filed on the Company's 2001 Form 10-K. No other changes to the Company's 2001 Form 10-K have been made. The undersigned registrant hereby amends the following section of its Report for the year ended February 23, 2001 on Form 10-K as set forth in the pages attached hereto: REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS STEELCASE INC. GRAND RAPIDS, MICHIGAN We have audited the accompanying consolidated balance sheets of Steelcase Inc. and subsidiaries as of February 23, 2001 and February 25, 2000, and the related consolidated statements of income, changes in shareholders' equity and cash flows for each of the three years in the period ended February 23, 2001. Our audits also included the financial statement schedule for the three years in the period ended February 23, 2001 as listed in Item 14(a). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and schedule are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and schedule. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and schedule. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Steelcase Inc. and subsidiaries as of February 23, 2001 and February 25, 2000, and the results of their operations and their cash flows for each of the three years in the period ended February 23, 2001, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the financial statement schedule presents fairly, in all material respects, the information set forth therein. BDO SEIDMAN, LLP Grand Rapids, Michigan March 16, 2001 MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING The consolidated financial statements and other financial information contained in this annual report were prepared by management in conformity with generally accepted accounting principles. In preparing these financial statements, reasonable estimates and judgments have been made when necessary. Management is responsible for establishing and maintaining a system of internal control designed to provide reasonable assurance as to the integrity and reliability of the financial records. The concept of reasonable assurance recognizes that there are inherent limitations in any control system and that the cost of maintaining a control system should not exceed the expected benefits to be derived therefrom. Management believes its system of internal control effectively meets its objective of reliable financial reporting. The Audit Committee of the Board of Directors meets periodically with management and the independent accountants to review and discuss audit findings and other financial and accounting matters. The independent accountants have free access to the Audit Committee, with and without management present, to discuss the results of their audit work. The Company's independent accountants are engaged to audit the Company's consolidated financial statements and schedule, in accordance with generally accepted auditing standards for the purpose of expressing an opinion on the financial statements and schedule. James P. Hackett Alwyn Rougier-Chapman President and Chief Executive Chief Financial Officer Officer James P. Keane Senior Vice President--Finance SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized. Steelcase Inc. /s/ James P. Keane By: _________________________________ James P. Keane Senior Vice President--Finance and Chief Financial Officer Date: May 24, 2001