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(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)1
STEELCASE INC.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
858155203
(CUSIP Number)
December 31, 2003
(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)
Rule 13d-1(c)
X Rule 13d-1(d)
1 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 4 pages
[1]CUSIP No. 858155-20-3
Schedule 13G
Page 2 of 4 Pages
(1) Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
JAMES C. WELCH
(2) Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Citizenship or Place of Organization
MICHIGAN
Number of Shares Beneficially Owned by Each Reporting Person With
(5) Sole Voting Power 4,232,634
(6) Shared Voting Power 913,728
(7) Sole Dispositive Power 1,035,921
(8) Shared Dispositive Power 4,110,441
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
5,146,362 shares
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* [ ]
(11) Percent of Class Represented by Amount in Row 9
9.89% (includes convertible Class B stock)
(12) Type of Reporting Person*
IN
CUSIP No. 858155-20-3
Schedule 13G
Page 3 of 4 Pages
[2]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:
James C. Welch
Item 2(b). Address of Principal Business Office or, if None, Residence:
2740 Darby S.E.
Grand Rapids, Michigan 49506
Item 2(c). Citizenship:
Michigan
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;
(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).
[3]Securities and Exchange Commission
Schedule 13G
Page 4 of 4 pages
Item 4. Ownership.
(a) Amount Beneficially Owned: 5,146,362 shares
(b) Percent of Class: 9.89%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 4,232,634
(ii) Shared power to vote or to direct the vote 913,728
(iii) Sole power to dispose or to direct the disposition of 1,035,921
(iv) Shared power to dispose or to direct the disposition of 4,110,441
The number of shares reported above includes 5,013,822 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 a 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. Welch would be deemed to be the
beneficial owner of 3.5% of the 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.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
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.
Not Applicable
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 6, 2004 /s/ JAMES C. WELCH
James C. Welch, by Scott E. Petersen
under Limited Power of Attorney
LIMITED POWER OF ATTORNEY
The undersigned does hereby appoint SCOTT E. PETERSEN, PAUL J. RYAN
and M. GAYLE ROBINSON, or any one or more of them, his true and lawful
attorneys and agents to execute and file any and all instruments that
such attorneys and agents, or any of them, may 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 "1933 Act"), the Securities Exchange Act of 1934, as
amended (the "1934 Act"), and any requirements of the Securities and
Exchange Commission with respect to the 1933 Act or the 1934 Act, in
connection with the preparation, execution and filing of any report or
statement of beneficial ownership or changes in beneficial ownership
of securities of Steelcase Inc. that the undersigned (in his individual
capacity or in a fiduciary or other capacity) may be required to file
pursuant to Rule 144 issued under the 1933 Act or pursuant to
Sections 13 or 16 of the 1934 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, application
or statement on Form ID, Form 144, Forms 3, 4, or 5, Schedules 13D or
13G, or to any amendments or successor forms thereto, or to any form or
forms adopted by the Securities 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 of this Limited Power of Attorney.
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. The undersigned also agrees to indemnify and
hold harmless the attorneys-in-fact against any losses, claims, damages
or liabilities (or actions in respect thereof) that arise out of or are
based upon any untrue statement or omission of necessary fact in the
information provided by the undersigned to the attorneys-in-fact for
purposes of executing, acknowledging, delivering or filing any such
forms, or 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.
This authorization shall remain in effect until the undersigned executes
a written revocation and delivers a copy of the written revocation to
one or more of the attorneys-in-fact.
Date: June 17, 2002 /s/ James C. Welch
James C. Welch
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