================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM 10-K/A
AMENDMENT NO. 3
[X] 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, (Zip Code)
Michigan(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 $861,894,868.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrant's definitive proxy statement for its 2001 Annual
Meeting of Shareholders are incorporated by reference in Part III of this Form
10-K.
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Item 11. Executive Compensation:
Certain of the information required by Item 11 is contained in the Proxy
Statement, under the captions ''Directors' Compensation'', ''Executive
Compensation: Report of the Compensation Committee'', ''Compensation Committee
Interlocks and Insider Participation'', and ''Stock Performance Graph'', and is
incorporated herein by reference, except for "Executive Compensation,
Retirement Programs and Other Arrangements" referenced below.
EXECUTIVE COMPENSATION, RETIREMENT PROGRAMS AND OTHER ARRANGEMENTS
Summary Compensation Table
The table below shows compensation information for James P. Hackett, who
served as our Chief Executive Officer in fiscal year 2001, and our five next
highly paid executive officers as of the end of fiscal year 2001.
Long-Term
Compensation
- --------------------
Annual Compensation Awards Payouts
-------------------------------------- ---------- ---------
Long-Term
Other Annual Securities Incentive All Other
Fiscal Salary/1/ Bonus/2/ Compensation/3 Underlying Payouts/5/ Compensation/6/
Name and Principal Position Year ($) ($) ($)/ Options/4/ ($) ($)
--------------------------- ------ -------- ------- -------------- ---------- --------- --------------
James P. Hackett................. 2001 798,308 275,392 203,214 185,703 1,638,825 28,900
President and Chief Executive 2000 736,615 421,989 198,068 140,000 1,776,394 35,200
Officer 1999 700,000 864,500 222,514 0 1,332,420 40,000
Robert A. Ballard................ 2001 519,231 179,046 102,180 63,539 824,036 28,900
President, Steelcase North 2000 489,846 267,898 90,925 80,000 815,475 35,200
America 1999 465,231 530,316 89,506 0 535,963 38,530
Alwyn Rougier-Chapman............ 2001 317,769 84,289 46,620 38,605 375,966 28,900
Senior Vice President-- 2000 305,846 134,640 45,308 40,000 406,346 35,200
Finance, Chief Financial 1999 296,769 253,722 51,820 0 310,297 40,000
Officer/7/
Robert W. Black.................. 2001 305,231 80,914 73,263 39,737 290,901 150,662
President, International 2000 264,462 99,449 35,703 30,000 320,206 35,200
1999 243,698 185,294 42,079 0 251,968 40,000
Michael I. Love.................. 2001 230,442 108,567 5,654 20,927 45,596 63,130
President and Chief Executive 2000 139,523 287,903 5,768 4,500 51,728 35,200
Officer--Steelcase Design 1999 134,231 249,107 6,571 0 39,349 39,722
Partnership
Mark T. Greiner.................. 2001 259,615 61,887 26,771 18,163 215,892 28,900
Senior Vice President-- 2000 227,673 80,466 24,499 20,000 219,720 35,200
Research, Concepts and 1999 204,769 155,621 26,166 0 156,683 39,450
Ventures
Notes:
1 Includes amounts withheld under our 401(k) Retirement Plan, our Deferred
Compensation Plan and any deferred compensation agreement between the
applicable officer and Steelcase.
2 Represents amounts paid from the annual component of the Management
Incentive Plan. For Mr. Love, amounts also include bonus amounts paid in
accordance with the Steelcase Design Partnership executive bonus program for
fiscal years 1999 and 2000 and the first two months of fiscal year 2001.
2
3 Represents earnings on the long-term amounts paid from the Management
Incentive Plan, based on our annual return on equity. For Mr. Black, the
fiscal year 2001 amount also includes amounts payable in connection with his
assignment in France, including $27,333 for housing in Europe.
4 Shows options granted under our Incentive Compensation Plan.
5 Represents amounts actually paid from the long-term component of the
Management Incentive Plan.
6 Includes amounts contributed under our Restoration Retirement Plan,
Employees' Profit-Sharing Retirement Plan and Money Purchase Plan. The
Compensation Committee declares contributions to the plans at the end of
each fiscal year. The rate of contribution to our Employees' Profit-Sharing
Retirement Plan for plan years 2001, 2000 and 1999 was 3.5%, 6% and 7.5%,
respectively, of eligible compensation. Steelcase must make a 5%
contribution to the Money Purchase Plan each fiscal year. Under the 401(k)
Plan, employees may make non-matched contributions. Contributions to the
officers listed in the table above were limited as required under the
Internal Revenue Code of 1986, as amended, and its regulations. Account
balances are invested in a trust managed by a trustee until finally
distributed. Amounts vest under our Employees' Profit-Sharing Retirement
Plan and Money Purchase Plan according to a scaled vesting schedule
beginning with 20% after three years of service, plus 20% for each
subsequent year of service and full vesting after seven years. All of the
officers listed in the table above are 100% vested. Full vesting also occurs
upon normal retirement or termination of employment due to death or total
disability. For Mr. Black, the fiscal year 2001 amount also includes $28,900
under the above described plans and amounts payable in connection with his
assignment in France, including $8,430 for cost of living, $13,332 for
moving expenses and $100,000 as compensation for loss of family income. For
Mr. Love, the fiscal year 2001 amount also includes $28,900 under the above
described plans and $34,230 for moving expenses paid in connection with his
relocation to Michigan.
7 Mr. Rougier-Chapman retired effective as of the close of business, April 20,
2001. Mr. James P. Keane currently serves as Senior Vice President, Chief
Financial Officer.
Option Grants in Last Fiscal Year/1 /
The table below shows options to acquire Class A Common Stock granted during
fiscal year 2001 under our Incentive Compensation Plan to the executive
officers shown in the Summary Compensation Table.
Percent of
Number of Total
Securities Options Exercise Grant
Underlying Granted Or Base Date
Options to Price Expiration Present
Name and Principal Position Granted Employees ($/Share) Date Value/2/
--------------------------- ---------- ---------- --------- ---------- --------
James P. Hackett................................... 185,703 9.8% $10.50 3/21/10 $672,096
President and Chief Executive Officer
Robert A. Ballard.................................. 63,539 3.3% $10.50 3/21/10 $229,960
President, Steelcase North America
Robert W. Black.................................... 39,737 2.1% $10.50 3/21/10 $143,816
President, International
Alwyn Rougier-Chapman.............................. 38,605 2.0% $10.50 3/21/10 $139,719
Senior Vice President--Finance, Chief Financial
Officer
Michael I. Love.................................... 20,927 1.1% $10.50 3/21/10 $ 75,739
President and Chief Executive Officer
Steelcase Design Partnership
Mark T. Greiner.................................... 18,163 1.0% $10.50 3/21/10 $ 65,736
Senior Vice President--Research, Concepts and
Ventures
3
Notes:
1 These options were granted on March 21, 2000 and vest in three equal
installments at the end of each subsequent year. Upon retirement, each
officer's options will continue to vest as if employment continued, but
vested options may only be exercised within the following five years. The
options fully vest upon death or total disability and may only be exercised
within one year after death or disability. If the officer is terminated for
gross misconduct or engages in certain competitive activity, vested and
unvested options will be forfeited. Upon termination of employment for any
other reason, vested options may only be exercised within 90 days and any
unvested options are forfeited. In no event may options be exercised after
March 21, 2010.
2 These values were determined using the Black-Scholes option pricing model
based upon the following assumptions:
. Market price volatility of 44.40%
. Exercise of the option in 4 years
. A risk-free rate of return of 6.43%
. An annual dividend yield of 3.00%
Our use of the Black-Scholes option pricing model does not necessarily mean
that we believe that this model accurately determines the value of the
options. The actual value of the options, if any, realized by an officer
will depend on the extent to which the market price of the Class A Common
Stock exceeds the exercise price of the option on the date the option is
exercised. Consequently, there is no assurance that the value realized by
the officer will be at or near the above estimated value. These amounts
should not be used to predict stock performance.
Aggregated Option Exercises In Last Fiscal Year and Option Values at Fiscal
Year End
The table below shows information concerning the options exercised in fiscal
year 2001 by each of the executive officers named in the Summary Compensation
Table and the value of the options held by such officers at the end of fiscal
year 2001. No stock appreciation rights are held by any of such officers.
Number of Securities
Underlying Unexercised Value of Unexercised in the
Shares Options at Money Options at
Acquired February 23, 2001 Februay 23, 2001
on Value ------------------------- ---------------------------
Name and Principal Position Exercise Received Exercisable Unexercisable Exercisable Unexercisable
--------------------------- -------- -------- ----------- ------------- ----------- -------------
James P. Hackett...................... 0 $0 166,667 459,036 $30,917 $823,215
President and Chief Executive
Officer
Robert A. Ballard..................... 0 $0 86,667 206,872 $17,667 $295,843
President, Steelcase North America
Robert W. Black....................... 0 $0 30,000 89,737 $ 6,625 $176,172
President, International
Alwyn Rougier-Chapman................. 0 $0 51,333 122,272 $ 8,883 $175,947
Senior Vice President-- Finance,
Chief Financial Officer
Michael I. Love....................... 0 $0 5,500 29,927 $ 994 $ 87,788
President and Chief Executive
Officer--Steelcase Design
Partnership
Mark T. Greiner....................... 0 $0 18,667 49,496 $ 4,417 $ 83,301
Senior Vice President
Research, Concepts and Ventures
4
Long-Term Incentive Plan--Awards in the Last Fiscal Year
The table below shows the amounts of long-term compensation earned in fiscal
year 2001 by the executive officers named in the Summary Compensation Table.
Estimated
Future
Targeted
Number Payouts
of Stock for Non- Performance
Options Stock Period Until
Name Awarded Awards Maturation
---- -------- --------- ------------
James P. Hackett..... 26,784 $349,536 3 years
Robert A. Ballard.... 15,039 $196,262 3 years
Alwyn Rougier-Chapman 5,813 $ 75,860 3 years
Robert W. Black...... 5,587 $ 72,916 3 years
Michael I. Love...... 5,278 $ 68,876 3 years
Mark T. Greiner...... 4,353 $ 56,813 3 years
The amount shown above represents the long-term component of compensation
earned under the Management Incentive Plan. Of this amount, 25% will be paid in
the form of stock options. See pages 14 and 15 of the Proxy Statement dated May
17, 2001 for a description of the Management Incentive Plan and a description
of the method of calculation used to determine the number of options and cash
awarded.
Supplemental Retirement Plan
The executive officers named in the Summary Compensation Table participate
in our 1994 Executive Supplemental Retirement Plan. Under this unfunded plan,
benefits are paid directly to officers of Steelcase who are selected as
participants in the plan by our Compensation Committee. Benefits under the plan
are paid following retirement at age 65, at early retirement age when the
officer's age plus years of service to Steelcase equal 80, or upon the
officer's death. Benefits are paid to the officer or the surviving spouse. Each
participating officer receives the following benefits:
(1) Five annual payments equal to 70% of average base salary for the three
consecutive calendar years prior to retirement or death, multiplied by
the vested percentage, and
(2) 15 annual payments equal to $50,000, multiplied by the vested percentage.
An officer's vested percentage is 20% after three years of service while a
participant in the plan plus 20% for each subsequent year, with full vesting
after seven years of service while a participant. Benefits normally begin the
March 1 following the earlier of the participant attaining age 65 and retiring,
or death. In the event of early retirement and with the approval of the
Administrative Committee for the plan, a participant can choose to receive
earlier benefits in lower annual amounts and ending on the date that the final
payment would have been made had no earlier benefits been elected.
An officer forfeits rights to receive benefits under the plan in the
following circumstances:
. Employment is terminated before reaching normal or early retirement
. Employment is terminated for cause
. Death without a surviving spouse or the surviving spouse dies after
the officer's death, or
. Competition with Steelcase without the prior consent of the
Administrative Committee.
5
Executive Supplemental Retirement Plan Table
The following table shows an estimate of the annual amount payable to an
executive officer or surviving spouse for each of the first five years after
the officer satisfies the requirements for payment under the plan. The amounts
shown include the two benefits described on page 5, and assumes no early
payment election is made.
Average
Base Salary
(Final 3 years) Years of Participation
--------------- ---------------------------------------------
3 4 5 6 7 or more
-------- -------- -------- -------- ---------
$800,000 $122,000 $244,000 $366,000 $488,000 $610,000
750,000 115,000 230,000 345,000 460,000 575,000
700,000 108,000 216,000 324,000 432,000 540,000
650,000 101,000 202,000 303,000 404,000 505,000
600,000 94,000 188,000 282,000 376,000 470,000
550,000 87,000 174,000 261,000 348,000 435,000
500,000 80,000 160,000 240,000 320,000 400,000
450,000 73,000 146,000 219,000 292,000 365,000
400,000 66,000 132,000 198,000 264,000 330,000
350,000 59,000 118,000 177,000 236,000 295,000
300,000 52,000 104,000 156,000 208,000 260,000
250,000 45,000 90,000 135,000 180,000 225,000
200,000 38,000 76,000 114,000 152,000 190,000
After the first five annual payments, the total benefit reduces to the
amounts shown in the following table (this benefit is paid for years 6 through
15):
Years of Participation
-----------------------------------------
3 4 5 6 7 or more
------- ------- ------- ------- ---------
$10,000 $20,000 $30,000 $40,000 $50,000
Social Security and other offsetting amounts are not deducted from the
payments shown above.
As of the date of this Proxy Statement, the executive officers named in the
Summary Compensation Table, except for Mr. Love who began participating in the
plan in March of 2001, have completed the following years of service while a
participant under the plan:
James P. Hackett..... 10
Robert A. Ballard.... 15
Alwyn Rougier-Chapman 18
Robert W. Black...... 4
Mark T. Greiner...... 4
Restoration Retirement Plan
Each executive officer named in the Summary Compensation Table participates
in our Restoration Retirement Plan. This plan is an unfunded defined
contribution plan that is intended to restore retirement benefits which would
otherwise be paid under our Employees' Profit-Sharing Retirement Plan or Money
Purchase Plan, but are lost as a result of the limitations on eligible
compensation under Internal Revenue Code Section 401(a)(17).
6
Each participant in the Management Incentive Plan for the full year,
including each executive officer named in the Summary Compensation Table, is
eligible to participate in our Restoration Retirement Plan. Each year, we make
contributions to an officer's account at the same combined rate of contribution
for the plan year used in determining benefits under our Profit-Sharing Plan
and Money Purchase Plan. For purposes of determining the contribution amount to
the plan, eligible compensation is the amount of the officer's base salary and
annual bonus under the Management Incentive Plan that exceeds the limit under
the Internal Revenue Code Section 401(a)(17), but not more than twice the
limit. Each officer's account balance is credited each plan year with earnings
at the rate of return on investments for the officer under our Employees'
Profit-Sharing Retirement Plan and Money Purchase Plan for that same plan year.
Benefits are payable from the Restoration Retirement Plan after an officer
terminates employment according to a vesting schedule of 20% after three years
of service plus 20% for each year thereafter, with full vesting after seven
years of service. Each executive officer named in the Summary Compensation
Table is 100% vested. Benefits are payable in lump sum or in annual
installments over four years. Benefits are forfeited if the officer is
terminated for cause as determined by the Compensation Committee, or if the
officer engages in certain competitive activity, without the prior consent of
the Administrative Committee for the plan.
Deferred Compensation
Steelcase has one or more individual deferred compensation agreements with
each executive officer named in the Summary Compensation Table, with the
exception of Mr. Black, Mr. Love and Mr. Greiner. If the applicable officer
completes the deferrals and lives until age 70, we will make annual payments
for 15 years commencing in the March following the officer's 70th birthday. If
the officer dies before attaining age 70, we will make payments in the same
manner and over the same time period to the designated beneficiary. If the
officer is discharged for cause, we will pay the compensation actually
deferred, without interest, in five equal annual payments. The officers become
vested in their right to receive payments under the agreements over the five
years following the end of the deferral period.
Each executive officer named in the Summary Compensation Table participates
in the Deferred Compensation Plan, with the exception of Mr. Love. This is a
non-qualified plan under which the applicable officer may defer up to 25% of
base salary and/or up to 50% of annual incentive payment under our Management
Incentive Plan. The officer may choose to have the deferral amount deemed
invested in eight different investment funds. The officer receives the total
amount of deferral and investment earnings after leaving Steelcase in
accordance with a benefit election. Payment will be in a lump sum or annual
installments over 5 or 10 years.
Retirement Agreement
Effective April 20, 2001, Steelcase and Alwyn Rougier-Chapman entered into
an agreement related to Mr. Rougier-Chapman's retirement after a career of more
than 19 years with Steelcase. Under the agreement, Mr. Rougier-Chapman will
receive an annual payment of $400,000 for each of the years 2002, 2003 and 2004
and will receive a single payment of $25,000, which is intended to defray the
cost of a portion of his retiree health care premiums. In addition, Mr.
Rougier-Chapman is entitled to receive benefits to which he became entitled
during his employment under various plans described above, in accordance with
the plans' provisions. Mr. Rougier-Chapman has agreed to continue to serve as a
member of the Board of Directors of certain Steelcase subsidiaries, for which
he will be paid the fees and reimbursements available to non-employee Directors
of those entities.
7
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information required by Item 12 is contained in the Proxy Statement,
under the caption "Stock Ownership of Management and More than 5% Shareholders"
and is not incorporated herein by reference, but is restated below.
STOCK OWNERSHIP OF MANAGEMENT AND MORE THAN 5% SHAREHOLDERS
The table below shows how much Steelcase Common Stock was beneficially owned
as of May 1, 2001 (unless another date is indicated) by:
1. Each Director and nominee for Director
2. Each executive officer named in the Summary Compensation Table on page 2
3. Each other person known by Steelcase to beneficially own more than 5% of
Steelcase Common Stock
4. All Directors and executive officers as a group
Generally, a person "beneficially owns" shares if the person has or shares
with others the right to vote those shares or to dispose of them, or if the
person has the right to acquire such voting or disposition rights within 60
days after May 1, 2001 (for example, by exercising options). In most cases,
each individual has the sole power to vote or dispose of the shares shown as
beneficially owned in the table below. Where this is not the case, voting and
disposition power is clarified in the notes following the table.
8
Class A Common Stock/1/ Class B Common Stock
------------------------------- ---------------------
Shares Shares
Beneficially Stock Percent Beneficially Percent Deferred
Name of Beneficial Owner Owned Options/2/ of Class Owned of Class Stock/3/
------------------------ ------------ --------- -------- ------------ -------- --------
Robert A. Ballard............................... 8,000 134,513 * 56,000 * 0
David Bing...................................... 0 5,739 * 0 * 886
Robert W. Black/4/.............................. 110 53,246 * 21,000 * 0
William P. Crawford/5/.......................... 10 59,196 * 11,456,886 10.0 0
Mark T. Greiner................................. 110 31,388 * 0 * 0
James P. Hackett/6/............................. 27,810 275,235 * 81,900 * 0
Earl D. Holton/7/............................... 8,000 18,495 * 0 * 4,782
David D. Hunting, Jr./8/........................ 306 5,739 * 3,514,154 3.1 0
David W. Joos................................... 0 0 * 0 * 0
Elizabeth Valk Long/9/.......................... 1,000 0 * 0 * 121
Michael I. Love................................. 560 13,976 * 0 * 0
Frank H. Merlotti/10/........................... 100 105,739 * 7,628 * 0
Robert C. Pew II/11/............................ 0 5,739 * 21,384,805 18.6 0
Robert C. Pew III/12/........................... 14,000 5,739 * 1,799,241 1.6 0
Alwyn Rougier-Chapman/13/....................... 736 77,535 * 80,571 * 0
Peter M. Wege II/14/............................ 5,700,000 5,739 17.5 1,114,631 * 0
P. Craig Welch, Jr./15/......................... 5,000 5,739 * 5,440,456 4.7 5,450
Old Kent Financial Corporation and Old Kent
Bank, as trustee, agent or custodian/16/...... 256,027 0 * 85,614,565 74.5 0
111 Lyon Street, N.W.
Grand Rapids, MI 49503
Peter M. Wege/17/............................... 5,925,500 5,739 18.2 23,152,036 20.1 0
P.O. Box 6388
Grand Rapids, MI 49516
Charles C. Lundstrom, as co-trustee of the Peter
Martin Wege Trust/18/......................... 0 0 * 20,050,323 17.4 0
45 Concho Circle
Sedona, AZ 86351
Thomas Crawford/19/............................. 0 0 * 9,149,165 8.0 0
300 Hot Springs Road #I-175
Santa Barbara, CA 93108
Allen I. Hunting, Jr./20/....................... 0 0 * 8,441,404 7.3 0
2820 Pioneer Club Rd.
Grand Rapids, MI 49506
Mary I. Pew/21/................................. 0 0 * 7,739,651 6.7 0
c/o Steelcase Inc.
901 44th Street
Grand Rapids, MI 49508
Directors and Executive Officers as a group
(20 persons)/22/.............................. 5,766,802 906,181 19.9 44,957,272 39.1 11,239
* Less than 1%
Notes:
1 Each share of Class B Common Stock can be converted at the option of the
holder into one share of Class A Common Stock and is automatically converted
into a share of Class A Common Stock when transferred to a person who is not
a Permitted Transferee (as defined in Steelcase's Second Restated Articles
of Incorporation). The number of shares of Class A Common Stock and
percentages contained under this heading do not account for this conversion
right. If, however, the number of shares of Class A Common Stock
beneficially owned by each shareholder was calculated to include the number
of shares such
9
shareholder would acquire upon conversion of his or her Class B Common
Stock, the following shareholders, in addition to those reflected in the
table above and in notes 4 through 22 below, would be deemed to beneficially
own the number of shares of Class A Common Stock and the percentage of the
total shares of Class A Common Stock listed after their names as follows:
ABJ Investments Limited Partnership 4,476,491 shares 12.1%
Beldon II Fund..................... 2,135,221 shares 6.1%
Mary W. Corl....................... 3,607,735 shares 10.0%
Allen I. Hunting, Sr............... 4,476,491 shares 12.1%
Anne Hunting....................... 5,158,883 shares 13.7%
Helen J. Hunting................... 4,476,491 shares 12.1%
James F. Hunting................... 5,538,026 shares 14.7%
John R. Hunting.................... 2,988,565 shares 8.4%
William W. Idema................... 3,823,990 shares 10.5%
Olive Shores, Inc.................. 4,476,491 shares 12.1%
Catherine H. Osborne............... 2,035,742 shares 5.9%
James C. Welch..................... 4,611,394 shares 12.4%
Kate P. Wolters.................... 2,028,385 shares 5.9%
This information is based on a Schedule 13G dated December 31, 1998, or an
Amendment to Schedule 13G dated December 31, 2000, as applicable, filed by
each of the listed shareholders with the Securities and Exchange Commission.
2 This column shows the number of shares of Steelcase Class A Common Stock
which may be acquired as a result of the exercise of stock options within 60
days of May 1, 2001.
3 The number of shares shown in this column represent shares of Class A Common
Stock deemed to be credited to the respective Directors' accounts under our
Non-Employee Director Deferred Compensation Plan. See page 8 of the Proxy
Statement dated May 17, 2001 for a description of the plan. Under the plan,
Directors have no right to receive any shares and have no voting or
dispositive power over any shares.
4 Includes 6,300 shares of Class B Common Stock held by trusts of which Mr.
Black's wife serves as trustee.
5 Includes (a) 9,444,208 shares of Class B Common Stock held by trusts of
which Mr. Crawford serves as co- trustee, (b) 60,058 shares of Class B
Common Stock held by Mr. Crawford's wife, (c) 482,425 shares of Class B
Common Stock held by a trust of which Mr. Crawford's wife serves as trustee,
and (d) 51,957 shares of Class B Common Stock held by a trust of which Mr.
Crawford's wife serves as co-trustee.
6 Includes 10,585 shares of Class B Common Stock held by Mr. Hackett's wife.
7 Includes 3,000 shares of Class A Common Stock held jointly by Mr. Holton and
his wife.
8 Includes (a) 306 shares of Class A Common Stock and 1,555,302 shares of
Class B Common Stock held by a trust of which Mr. Hunting serves as
co-trustee and of which Mr. Hunting has the right to revoke within 60 days,
and (b) 1,566,544 shares of Class B Common Stock held by a trust of which
Mr. Hunting's wife serves as trustee.
9 Includes 1,000 shares of Class A Common Stock held jointly by Ms. Long and
her husband.
10 Includes 7,628 shares of Class B Common Stock held by a trust of which Mr.
Merlotti's wife serves as trustee.
11 Includes (a) 15,928,987 shares of Class B Common Stock held by trusts of
which Mr. Pew serves as co-trustee, (b) 1,898,933 shares of Class B Common
Stock held by a trust of which Mr. Pew's wife serves as co-trustee and of
which Mr. Pew has the right to revoke within 60 days, and (c) 3,556,885
shares of Class B Common Stock held by a trust of which shares Mr. Pew has
the sole power to vote and Mr. Pew's wife shares the power to dispose.
Excludes 400,000 shares of Class B Common Stock held by the Mary and Robert
Pew Education Fund of which Mr. Pew serves as one of seven trustees, of
which shares Mr. Pew disclaims beneficial ownership.
10
12 Includes (a) 2,000 shares of Class A Common Stock and 193,685 shares of
Class B Common Stock held by a trust of which Mr. Pew serves as co-trustee
and (b) 834,400 shares of Class B Common Stock held by a charitable
foundation of which shares Mr. Pew has the sole power to vote and dispose.
13 Includes 152 shares of Class A Common Stock and 21,014 shares of Class B
Common Stock held by Mr. Rougier-Chapman's wife.
14 Includes (a) 369,148 shares of Class B Common Stock held by trusts of which
Mr. Wege's wife serves as trustee, (b) 96,600 shares of Class B Common Stock
held by a trust of which Mr. Wege's wife serves as co-trustee, (c) 281,169
shares of Class B Common Stock held by a limited partnership of which Mr.
Wege and his wife are general partners, and (d) 5,700,000 shares of Class A
Common Stock held by the Peter M. Wege Charitable Remainder Trust, dated
October 10, 1997, of which trust Mr. Wege serves as trustee. Peter M. Wege
is not a trustee of the Trust but he has the power to change the charitable
beneficiary of the Trust. Excludes 221,200 shares of Class A Common Stock
and 338,928 shares of Class B Common Stock held by The Wege Foundation, of
which Mr. Wege serves as one of six trustees, of which shares Mr. Wege
disclaims beneficial ownership.
15 Includes (a) 3,760,976 shares of Class B Common Stock held by trusts of
which Mr. Welch serves as co-trustee, (b) 5,000 shares of Class A Common
Stock held jointly by Mr. Welch and his wife, (c) 274,350 shares of Class B
Common Stock held by trusts of which Mr. Welch's wife serves as trustee, (d)
101,540 shares of Class B Common Stock held by trusts of which Mr. Welch's
wife serves as co-trustee, and (e) 834,400 shares of Class B Common Stock
held by JCT Foundation of which Mr. Welch is President and Principal Manager.
16 Based on an Amendment to Schedule 13G dated December 31, 2000, filed by Old
Kent Financial Corporation and Old Kent Bank with the Securities and
Exchange Commission. Includes (a) 18,837,456 shares that Old Kent Financial
Corporation and Old Kent Bank have the sole power to vote, (b) 36,559,315
shares that Old Kent Financial Corporation and Old Kent Bank share with
others the power to vote, (c) 18,828,106 shares that Old Kent Financial
Corporation and Old Kent Bank have the sole power to dispose, and (d)
54,769,576 shares that Old Kent Financial Corporation and Old Kent Bank
share with others the power to dispose.
17 Based on an Amendment to Schedule 13G dated December 31, 2000, filed by
Peter M. Wege with the Securities Exchange Commission. Includes (a)
20,050,323 shares of Class B Common Stock held by The Peter Martin Wege
Trust (see note 18 below), of which shares Mr. Wege disclaims beneficial
ownership; Mr. Wege has the power to block sales of the shares held by the
trust, (b) 221,200 shares of Class A Common Stock and 338,928 shares of
Class B Common Stock held by The Wege Foundation of which Mr. Wege serves as
one of six trustees and has the power to appoint the other trustees, and (c)
5,700,000 shares of Class A Common Stock held by Peter M. Wege Charitable
Remainder Trust (see note 14 above), of which Mr. Wege is not a trustee but
as to which Mr. Wege has the power to change the charitable beneficiary.
18 Based on a Schedule 13G dated December 31, 1998, filed by Charles C.
Lundstrom with the Securities and Exchange Commission. Peter M. Wege has the
power to block sales of the shares held by the Peter Martin Wege Trust.
19 Based on a Schedule 13G dated December 31, 1999, filed by Thomas Crawford
with the Securities and Exchange Commission. Includes 9,122,248 shares that
Mr. Crawford shares with others the power to vote and dispose.
20 Based on a Schedule 13G dated December 31, 1998, filed by Allen I. Hunting,
Jr. with the Securities and Exchange Commission. Includes 7,813,033 shares
that Allen I. Hunting, Jr. shares with others the power to vote and the
power to dispose.
21 Based upon a Form 4 for March 2001 filed by Mary I. Pew with the Securities
and Exchange Commission. Includes 7,739,651 shares that Mrs. Pew shares with
others the power to vote and dispose.
22 Includes (a) the shares described in notes (4) through (15) above (to the
extent included in the shares deemed to be beneficially owned by the
relevant Directors and executive officers), (b) 400 additional shares of
Class A Common Stock held jointly by one of the executive officers and his
wife, and (c) 220 additional shares of Class A Common Stock held jointly by
one of the executive officers and her husband.
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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. 3 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
and Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
Date: February 21, 2002
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